Exhibit 10.2





 










PROPRIETARY/NON-COMPETE

AGREEMENT


I.  Introduction






            This Agreement is
entered into and is effective this 15th day of January 2007, by and
between ALAMO GROUP INC. ("ALAMO"), a Delaware corporation, and
Daniel E. Malone, (EMPLOYEE).




            WHEREAS, a major
portion of ALAMO and its Affiliates (separately and collectively referred to as
"COMPANY") business consists principally of the design, development,
engineering, manufacture, assembly, promotion, advertising, marketing,
merchandising, sales and distribution of tractor and truck mounted mowing and
other vegetation maintenance equipment, excavators, street sweepers, vacuum
trucks, agricultural implements, front-end loaders, backhoe and related after
market parts (the "Business"); and




            WHEREAS, the COMPANY
agrees to provide to EMPLOYEE, special training and instruction relating to
COMPANY business methods and access to confidential proprietary information and
materials belonging to COMPANY, its affiliates as described in more detail in
Paragraph III herein;




            WHEREAS, in
consideration of EMPLOYEE'S employment by COMPANY, the compensation to be paid
EMPLOYEE by COMPANY and the proprietary information and special training to be
provided to EMPLOYEE set forth in this Agreement, the EMLOYEE provides the
consideration or return promise to honor the Company's restriction against
competition (as more fully described in Paragraph V herein) during the period
of employment, this Agreement being a condition thereof and ancillary thereto
and not purporting to set forth the terms of such employment, except for those
specifically referred to herein, it is agreed as follow:




II.    Employment




            COMPANY hereby agrees
to employ, or if EMPLOYEE is already employed by COMPANY, to continue to employ
EMPLOYEE for the time, at the salary or wage, from time to time agreed upon by
COMPANY and EMPLOYEE and EMPLOYEE agrees to perform the duties from time to
time designated by COMPANY.  EMPLOYEE is an at-will employee of COMPANY. 
Nothing contained in this Agreement is to be construed as altering EMPLOYEE's
status as an at-will employee.  It is understood and agreed by EMPLOYEE that
COMPANY shall have the right to terminate EMPLOYEE'S services at any time, with
or without cause, and without remuneration other than that which has accrued at
the time of termination.




 






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III.       Proprietary Information

	
	EMPLOYEE
agrees that he or she will not at any time either while employed by  ALAMO, it
affiliates, divisions, or subsidiaries, or afterwards, make any independent use
of, or disclose to any other person or organization, except as authorized in
writing by ALAMO, any of the proprietary information of ALAMO, its affiliates,
divisions, or subsidiaries.

	
	Proprietary
information shall include but not be limited to:  any information made
available to EMPLOYEE during the course of EMPLOYEE's employment relating to
inventions, ideas, technical data, product specifications, services, processes,
procedures, machinery, apparatus, prices, discounts, manufacturing costs,
computer information systems (including software which shall encompass, for
example, source code, object code, documentation, diagrams, and flow charts),
unpublished works of any nature whether or not copyrightable, future plans,
policies, and all other information and knowledge used in management,
engineering, manufacturing, marketing, purchasing, finance, operations, or
otherwise, concerning the business of COMPANY, which is of a secret or
confidential nature (whether or not acquired, originated or developed in whole
or part by EMPLOYEE).

	
	On termination of such employment,
EMPLOYEE shall promptly deliver to COMPANY all drawings, blueprints, or
manuals, letters, notes, notebooks, reports and copies thereof, customer
information, electronically stored data, and all other proprietary information
(collectively referred to as "documents") relating in any way to
COMPANY business or customers in the possession or under the control of
EMPLOYEE.  All such documents made or produced by  EMPLOYEE or those under
EMPLOYEE'S control shall remain the sole property of COMPANY.  All such
documents produced by EMPLOYEE will be works for hire produced for COMPANY and
COMPANY will own all rights in such documents, including copyright, patents,
etc.






IV.       Conflict of Interest


	
	EMPLOYEE agrees that during the term of his/her
employment with COMPANY, he/she will not engage in any business interest or
activities which, conflict or compete with the business or interests of
COMPANY.  EMPLOYEE agrees that during the term of his/her employment with the
COMPANY, he/she will promptly report to his/her supervisor any current and
future outside business activity.






V.        Competition




	
	In
exchange for the consideration exchanged between the COMPANY and EMPLOYEE as
referenced in the Introduction of this Agreement, the EMPLOYEE agrees that when
and if his/her employment by the COMPANY is terminated for any reason
whatsoever, he or she shall not for a period of twelve (12) months
thereafter, (1) engage in any business competitive with COMPANY, (2) enter the
employ of any other persons or other entity engaged in activities relating to
the sale or manufacture of heavy duty mowing and ditching equipment and spare
parts, or (3) accept or seek any interest directly in or with, any other
persons or other entities engaged in the Business.








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	EMPLOYEE
recognizes that in the highly competitive industry in which COMPANY is engaged,
personal contact is of primary importance in securing new customers and in
retaining the accounts of present customers.  Accordingly, and in exchange for
the consideration as referenced in the Introduction of this Agreement between
the EMPLOYEE and the COMPANY, EMPLOYEE agrees that at no time during the term
of his/her employment, or for a period of twelve (12) months immediately
following the termination of his/her employment, will he or she for himself or
herself,  or on behalf of any other persons or other entity, directly or
indirectly, solicit the sale or purchase of products or services related to the
Business from any customer or former customer of COMPANY who EMPLOYEE had
personal contact, developed business relationships and/or provided services
during the term of said EMPLOYEE'S employment with the COMPANY.  Nor will he or
she in any way, directly or indirectly, for himself or herself, or on behalf of
or in conjunction with any other persons or other entity solicit, divert, or
take away during the aforesaid time, any such customers of  COMPANY who EMPLOYEE
had personal contact, developed business relationships and/or provided services
during the term of said EMPLOYEE's employment with the COMPANY.

	
	EMPLOYEE agrees that during the term of his/her
employment by COMPANY and for a period of twelve (12) months after termination
of his/her employment with COMPANY (regardless of whether such termination is voluntary
or involuntary) he/she will not solicit or entice any other employee of COMPANY
to leave COMPANY to go to work for any other business organization which is in
direct or indirect competition with  COMPANY.

	
	The restrictions on EMPLOYEE contained in this Section V are limited to areas
the COMPANY is engaged in the Business which the EMPLOYEE and COMPANY agree is
at least all of North America.






VI.       Inventions




	
	EMPLOYEE will disclose promptly to COMPANY any and all inventions now or
hereafter conceived by EMPLOYEE singly or jointly, whether on COMPANY time or
on EMPLOYEE's time, during the entire period of EMPLOYEE's employment or within
six (6) months afterward, which inventions are capable of being used by COMPANY
to its advantage.  For the purposes of this Section, "inventions"
includes, but is not limited to:  machinery, apparatus, products, processes,
computer hardware, information systems, computer software (including without
limitation, source code, object code, documentation, diagrams, and flow charts) 
and any other discoveries, concepts, and ideas, whether patentable,
copyrightable, or otherwise protectable or not (including without limitation,
processes, methods, formulas, and techniques, as well as improvements thereof
or know-how related thereto concerning any present or prospective activities of
COMPANY).








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	Employee will assign all of EMPLOYEE's interest in such inventions and
patents as COMPANY may request, including both domestic and foreign patent and
copyrights rights, to COMPANY, subject to the terms of this Section.  EMPLOYEE
will sign all applications for and assignments of patents, copyrights, or
interest therein, required by COMPANY in connection therewith.  EMPLOYEE will
sign all other writings and perform all other acts necessary or convenient to
carry out the terms of this Section.

	
	EMPLOYEE
understands that COMPANY will not require EMPLOYEE to assign, and that EMPLOYEE
will not be under any obligation to assign, to COMPANY any rights in an
invention for which no equipment, supplies, facility or trade secret
information of COMPANY was used and which was developed entirely on EMPLOYEE's
own time, and (1) which does not relate directly to the business of the
COMPANY, or the COMPANY's actual or demonstrably anticipated research or development,
or (2) which does not result from any work performed by EMPLOYEE for COMPANY.

	
	
	EMPLOYEE understands that all patents, copyrights, inventions or
interest therein that EMPLOYEE may assign to COMPANY by this Section shall be
held for the benefit of COMPANY.  EMPLOYEE understands that nothing in
this Section shall require COMPANY to accept EMPLOYEE's assignment or other
conveyance in any interest in any patent, copyright or invention or to
prosecute any patent or copyright application or other proceeding than as
COMPANY may desire.






VII.      Miscellaneous




	
	In
case any one or more of the provisions contained in this Agreement shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement; this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein. 
If, moreover, any one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to time, duration,
geographical scope, activity or subject, it shall be construed by limiting and
reducing it so as to be enforceable to the extent compatible with the
applicable laws as they shall then appear.








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	COMPANY
and the EMPLOYEE, jointly and severally, acknowledge that it would be
impossible to calculate or ascertain accurately and definitely the damages COMPANY
would sustain from a breach by EMPLOYEE of the provisions of this Agreement and
that no adequate remedy at law exists.  Accordingly, in the event of a
threatened breach by EMPLOYEE of said provisions, COMPANY  shall be entitled to
an injunction restraining such prohibited activity.  Nothing herein, however,
shall be construed as prohibiting COMPANY from pursuing any other remedies
available to COMPANY for such breach or threatened breach, including the
recovery of damages from EMPLOYEE.  If EMPLOYEE violates any agreement
contained in the Agreement and COMPANY brings legal action for injunctive or
other relief, COMPANY shall not, as a result of time involved in obtaining the
relief, be deprived of the benefit of the full period of any such agreement. 
Accordingly, the agreements of EMPLOYEE contained in the Agreement shall have
the durations specified above, which periods shall begin upon the later date
of:  (i) the date of this Agreement;  (ii) the date that employment ends in the
case of Section V of this Agreement;  (iii) the date of entry by a court of
competent jurisdiction of a final judgment enforcing the agreements of EMPLOYEE
in this Agreement.  If EMPLOYEE violates the terms of the Agreement and
COMPANY retains any attorney to enforce the terms of this Agreement, to
negotiate a settlement or to otherwise uphold COMPANY's rights, COMPANY shall
recover from EMPLOYEE, reasonable attorney's fees and costs incurred by reason
of EMPLOYEE's violation of this Agreement.

	
	This Agreement shall be construed in accordance with and governed for
all purposes by the laws of the State of Texas (other than conflicts of laws
provisions) unless the COMPANY waives such jurisdiction or unless prohibited or
mandated elsewhere by law. Venue for any lawsuits shall be in Guadalupe County,
Texas unless that venue is waived by Company or prohibited or mandated
elsewhere by law.  EMPLOYEE and COMPANY relinquish and waive the jurisdiction
of the courts of the United States and right or removal thereto except as to
appeals from the highest appellate court in Texas or appeals from the highest
appellate court of any other state where enforcement of this Agreement is
sought to the United States Supreme Court, unless exclusive jurisdiction lies
in the courts of the United States.

	
	This
Agreement, complete with Exhibits, if any, constitutes the entire agreement
between EMPLOYEE and COMPANY with respect to the subject matter hereof and
there are no other agreements of any kind affecting it.  Neither EMPLOYEE nor COMPANY
has made or relied upon any oral representations contrary hereto.  In the event
EMPLOYEE has previously entered into a contract with COMPANY of the same
general nature as this Agreement, this Agreement supersedes and replaces said
previous contract as of the effective date of this Agreement.



This
Agreement may not be changed or terminated orally, and no change, termination
or waiver of this Agreement or of any of the provisions herein contained shall
be binding unless made in writing and signed by the party against whom
the same is sought to be enforced, and in case of COMPANY, by an authorized officer
of COMPANY.  Any change or changes, from time to time, in EMPLOYEE's salary
and/or duties shall not be, nor deemed to be, a change, termination or waiver
of this Agreement or of any of the provisions herein contained.

	
	EMPLOYEE
agrees that this Agreement is not a promise of future employment.  There are no
previous or simultaneous written or oral representations, understandings, or
agreements with COMPANY or any of its officers or representatives covering the
same subject matter.

	
	Affiliates. 
As used herein, the term "affiliates" of COMPANY refers to any
corporation, partnership, or other entity that controls or is controlled by, or
is under common control with COMPANY, or any successor or assignee of COMPANY.

	







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	The
representations and covenants contained in this Agreement on the part of
EMPLOYEE will be construed as ancillary and independent of other provision of
this Agreement.  The existence of any claim or cause of action of EMPLOYEE
against COMPANY or any employee or agent of COMPANY shall not constitute a
defense to enforcement by COMPANY of the covenants of the EMPLOYEE contained in
this Agreement.






This
Agreement will inure to the benefit of COMPANY and its successor and assigns.




EMPLOYEE acknowledges
receipt of a copy of this Agreement.

 








	EMPLOYEE: 	 	







ALAMO GROUP INC.:




		
	 	 	 
	 	
		by:    
	



 




		
	Daniel E. Malone	 	



 

Robert
H. George

Vice
President

		
	 	 	  
	Date: January 15, 2007	 	




Date: January 15, 2007




















































		







 

 

 

 

 

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