Exhibit 10.41


 


EMPLOYEE
NONDISCLOSURE AND NONCOMPETE AGREEMENT


 


THIS AGREEMENT (“Agreement”), made as of the 5  day of Sept, 2007, by and between GENERAC
POWER SYSTEMS, INC., a Wisconsin corporation with its principle place of business
located in Waukesha, Wisconsin (“Employer”), and Clement Feng  (“Employee”).


 


WITNESSETH:


 


WHEREAS, Employer is engaged in the business of manufacturing and
selling various types of motors, generators and related parts and equipment and
in connection therewith has developed processes, know-how technology, designs
and certain supplier and customer relationships, as well as marketing, and
strategic business planning information not known publicly or otherwise in the
public domain (the “Confidential Information”); and


 


WHEREAS, pursuant to Employee’s employment with Employer he will be
entrusted with and have access to the Confidential Information and may,
pursuant to his employment with Employer, contribute to, conceive, develop
and/or reduce to practice new modifications or improvements to the Confidential
Information and Employee will assist Employer in attempting to gain a
competitive advantage will gain intimate knowledge of Employer’s business and
competitive practices;


 


NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, IT IS AGREED:


 


1.               Ownership of the
Confidential Information. Employee agrees that the Confidential
Information contributed to, conceived, developed and/or reduced to practice by
Employee, either alone or in conjunction with others, during his employment
with Employer shall be the sole and exclusive property of Employer.


 


2.               Nondisclosure of the
Confidential Information. Except as necessary to perform Employee’s
employment duties for employer, Employee shall not, either directly or
indirectly, as an agent, employee, consultant, partner, shareholder or in any
other capacity, use the Confidential Information or disclose it to anyone
including but not limited to employees, former employees at any time, either
during or subsequent to Employee’s employment by Employer, without the prior
written consent of a duly authorized officer of Employer. This paragraph shall
not apply to Employee’s disclosure, after termination of his employment with
Employer, of Confidential Information which becomes generally known to the
public other than as a result of Employee’s breach of this Agreement.


 


3.               Disclosure to Employer. Employee
shall promptly and fully disclose to Employer, from time to time during his
employment with Employer, all the Confidential Information contributed to,
conceived, developed and/or reduced to practice by Employee either alone or
with others.


 


4.               Restrictions on Competition. For a period
of one (1) year from the date of the termination of employment, Employee
agrees to not render services directly or indirectly for Employee’s own account
or to any person, partnership, or corporation in a line of business competitive
with Generac Power Systems, Inc. in North America. It is understood,
however, that Employee may accept employment with a diversified company, so
long as my employment pertains solely to that part of its business, which is
not in competition with any business of Generac Power Systems, Inc.


 

















 


5.               Delivery of Documents Upon
Termination of Employment. Upon termination of Employee’s employment
with Employer for any reason, Employee will promptly deliver to Employer all
correspondence, drawings, manuals, letters, notes, notebooks, reports or an
other documents embodying or concerning the Confidential Information in
Employee’s possession.


 


6.               Employment Relationship. The
employment relationship is “At-Will” and not for any definite period. The
employment relationship may be terminated with or without cause and with or
without notice, at any time, at the options of either the Employee or the
Employer. No promises or statements inconsistent with “At-Will” employment have
been made to Employee before this Agreement is signed, and said Agreement
represents the true and final intent of Employer and Employee with respect to
Employee’s relationship with Employer.


 


7.               Assignment to Employer. Employee
hereby assigns and conveys to Employer his entire right, title and interest in
and all the Confidential Information contributed to, conceived, developed
and/or reduced to practice by Employee either alone or with others during his
employment with Employer, and Employee shall, whenever requested to do so by
Employer, execute any and all applications, assignments or the documents of
instruments which Employer shall deem necessary to apply for, obtain and
maintain Letters Patent of the United States or any foreign country, copyright
protection, or to otherwise protect the Confidential Information and to assure
Employer the full benefit of such assignment. The obligations described in this
section shall continue beyond termination of Employee’s employment with
employer with respect to the Confidential Information contributed to,
conceived, developed and/or reduced to practice by Employee either alone or
with others during his employment with Employer and shall be binding upon his
assigns, heirs and personal representatives. If employee shall fail to make or
refuse to execute any necessary applications, assignments or the documents or
instruments relating to any of the Confidential Information contributed to,
conceived, developed and/or reduced to practice by Employee either alone of
with others, Employer shall have the authority, and this Agreement shall
operate to give Employer authority to execute, seal and deliver as the act of
Employee, any applications, assignments or other documents or instruments that
may be necessary or appropriate to convey to Employer the entire right, title
and interest in and to the Confidential Information and Employee agrees to hold
employer and its assigns harmless by reason of employer’s acts pursuant to this
section.


 


8.               Nonsoliciation of Employer’s
Employees. During term of Employees employment with Employer
and for a period of two years immediately following the termination of such
employment for any reason, Employee shall not directly or indirectly contact,
solicit or employ, or facilitate the contact, solicitation, or employment
through any third party, of any employee of Employer or any person who had been
an employee of Employer during the year immediately preceding Employee’s
termination, for the purpose of providing business, products or services that
are competitive with the business, products or services of Employer.


 


9.               Relationship with Suppliers. The parties
agree that the profitability and good will of Employer depends on continued,
amicable relationships with its suppliers and the Employee agrees, during his
employment with Employer and for two years thereafter, he will not cause,
request or advise any Supplier of Employer to curtail or cancel its business
relationship with Employer nor shall he solicit business from any Supplier of
the Employer during such period on behalf of its competitors.


 


10.         Geographic and Service
Limitations on Restrictive Covenants. Employee acknowledges that
the restriction of competition is limited to provision of the same or similar
services as those performed


 

















 


by Employee for the Corporation during Employee’s
employment with the Corporation. Notwithstanding the foregoing, this provision
shall not prohibit Employee from performing any services for any entity if such
services are performed outside the United States unless those services were
provided outside the United States during the term of his employment. Nor shall
it prohibit Employee from performing any services for any entity if such
services are in no way related to any business, which is competitive with the
business of the Corporation.


 


11.       Notification by Employee. Employee
agrees to notify any prospective employer of the existence and nature of this
Agreement.


 


12.       Reasonableness
Acknowledgment. Employee agrees and acknowledges that the terms
and conditions of the foregoing restrictive covenants are reasonable and
necessary for the protection of the business, assets, trade secrets,
confidential information and goodwill of the Corporation and that the
consideration provided for herein, including any contemporaneously signed
agreements is sufficient to fully and adequately compensate the Employee for
agreeing to such restrictions during and following termination of his employment.


 


13.       Miscellaneous. As used
herein, whenever appropriate the masculine gender shall refer to the feminine
gender. This Agreement shall inure to the benefit of and shall be enforceable
by Employer, its successors and assigns, and shall be binding on Employee, His
heirs, personal representatives and administrators. In the event that any
portion of this Agreement may be held to be invalid or unenforceable for any
reason, Employer and Employee agree that said invalidity or unenforceability
shall not affect the other portions of this Agreement and that the remaining
covenants, terms and conditions or portions thereof shall remain in full force
and effect. Any court of competent jurisdiction may so modify or amend the
objectionable provision as to make it valid, reasonable and enforceable.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day,
month and year first written above.


 


 


	
  GENERAC POWER SYSTEMS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Clement Feng

  
	
  (“Employer”)

  	
   

  	
  (“Employee”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sign:

  	
  /s/ Todd K. Wiedenhoeft

  	
   

  	
  Sign:

  	
  Clement Feng

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Todd K. Wiedenhoeft

  	
   

  	
  Date:

  	
  9-5-07

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  HR Generalist