a5824234ex10-2.htm


    Exhibit
10.2

     

    NON-COMPETITION
AGREEMENT

    


     

    This
NON-COMPETITION AGREEMENT (the “Agreement”) is made on October
31, 2008 by and among:

     

    
      (1)    ROGERS
INDUFLEX NV, a Belgian company, with a registered office at 2000 Antwerp,
Frankrijklei 78 and registered with the Crossroads Bank of Enterprises under
enterprise number 0807.149.569 (which will be renamed “Induflex NV” shortly
after the sale of shares occurring as of the date hereof and described below)
(the “Buyer”);
and

       

    

    
      (2)    ROGERS
CORPORATION, a Massachusetts corporation having its headquarters at One
Technology Drive, Rogers, CT 06263 (“Seller”).

    

     

    WHEREAS:

     

    
      (A)   The Buyer and the
Seller have entered into that certain Stock Purchase Agreement, dated as of the
date hereof (the "Stock
Purchase Agreement"), providing for, among other things, the acquisition
by Buyer of all of the issued and outstanding shares of Rogers Induflex NV, a
Belgian corporation having its registered office at Ottergemsesteenweg 799, 9000
Ghent, Belgium and registered with the Crossroads Bank of Enterprises under
enterprise number 0427693784  (the “Company”).

    

     

    (B)   The activities of
the Company relate to the development, manufacture and sale of laminates, coated
tapes and films for purposes of shielding, insulating, barring and
identification, principally carried out in Europe, Asia and North America
(collectively, the “Market
Area”).

     

    
      (C)   In consideration of
the Buyer entering into the Stock Purchase Agreement, the Seller agrees to enter
into an agreement restricting the Seller from competing against the Company in
certain products and markets, upon the terms and conditions contained
herein.

    

    


    NOW, THEREFORE, the parties
agree as follows:

     

    1.    Defined
Terms

    
Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Stock Purchase Agreement.

    


    2.    Acknowledgement
by the Seller

    


    The Seller
acknowledges that, through its position as sole shareholder of the Company, it
has established valuable and recognized expertise in the business of the
Company, and has had access to the trade secrets and confidential business
information of the Company; and that the covenants set forth in Section 3 of
this Agreement are reasonable and necessary to protect the business and goodwill
of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    Non-Competition



    The Seller
covenants and agrees that for a term of three years as of Closing Date, whether
directly or indirectly, alone or together with any other persons, on its own
account or in conjunction with, through or on behalf of any Affiliates,
relatives, agents, intermediaries, joint ventures or alliances, whether as
director, manager, shareholder, consultant, subcontractor or in any other
capacity:

     

    
       (i)   it will not own,
manage, operate or control, or have a material commercial interest in the
ownership, management, operation or control of, any business or activities in
the Market Area engaging to a material extent in the Competitive Activities (as
defined below);

    

     

    (ii)   it will not (A)
intentionally induce or attempt to induce any person who is an employee, trade
representative, manager, consultant, independent contractor or sub-contractor of
the Company to stop its cooperation with the Company, (B) intentionally
interfere with the relationship between the Company and any person who is an
employee, trade representative, manager, consultant, independent contractor or
sub-contractor of the Company, or (C) intentionally employ or otherwise engage
as employee, independent contractor, or otherwise any person who is an employee,
manager or director of the Company;

     

    
      (iii)   it will not, either
for itself or for any other person (A) solicit, service or handle any business
or matters involving Competitive Activities, other than as contemplated by the
Stock Purchase Agreement, or (B) induce or attempt to induce any customer or
other person to cease doing business involving Competitive Activities with the
Company, or in any way interfere with the relationship between the Company and
any customer or other person with respect to the performance of Competitive
Activities, other than as contemplated by the Stock Purchase Agreement;
and

    

     

    
      (iv)   it will not carry
on business either directly or indirectly through any company under any name
which is identical or confusingly similar to the names currently used by the
Company (except for the name “Rogers”) as its corporate name or under which it
carries on business.

    

    
As used
herein, the term “Competitive
Activities” shall mean one or a series of related acts of manufacture
and/or sale of multilayer laminates comprised of layers of any of the following
products: polyethylene terephthalate (PET), polyethylene naphthalate (PEN),
polyvinyl chloride (PVC), Mylar or Tedlar whether in multiple layers of any one
or more such materials (but not a single layer alone), or in combination with
aluminum, copper and/or adhesives (all of which are collectively referred to
herein as “Laminates”),
for use in one of the following applications:

     

    (a)   cable
shielding

     

    (b)   green house
coverings,

     

    
      
        
        

      

      
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      (c)   heating elements
for waterbed, wall-mounted room warmers and automotive mirror
applications,

    

     

    (d)    barrier tube
manufacturing,

     

    (e)    RFID
tags,

     

    
      (f)    antennae used
in mobile phones, including internet-connected multimedia “smartphones,” and
wireless handheld devices such as RIM BlackberryTM devices and any devices
incorporating mobile phone capabilities even if they also include portable music
and/or video player capabilities, but excluding portable music and/or video
players and similar devices, such as MP3 players and iPOD’s (and any devices
incorporating such devices or the functional equivalent thereof, so long as they
do not possess telecommunications capabilities),

    

     

    (g)    laminated
busbars, and

     

    (h)    seat sensors
in the automotive industry.

     

    The above
applications are not intended as an exhaustive list of all possible or even
actual applications for the Company's technology, but rather an enumeration of
those applications in which the Company's current business is sufficiently
significant that the Sellers have agreed not to compete
therein.  Nothing herein shall be construed to restrict Seller from
manufacturing and/or selling any materials other than Laminates, even in the
applications listed above. The parties acknowledge that  Seller is a
large organization with operations in many of the applications set forth above,
among others, and does not intend to restrict its manufacturing and sales other
than for Laminates in those applications set forth above (it being understood
that the term “Laminates” in no event shall be construed to include film other
than Mylar or Tedlar or any polymer other than PET, PEN or PVC and specifically
excludes, without limitation, polyimides, polybutadine, liquid crystal polymers
and fluoropolymers (including PTFE) as well as or any laminate construction
including a layer of polyimide, polybutadiene, liquid crystal polymer or
fluoropolymer (including PTFE).

    


    Nothing
herein shall be deemed to prevent Seller and/or its Affiliates from acting
within the permitted scope of that certain Production License of even date
herewith by and between  Seller  and the Company permitting
Seller and/or its Affiliates to manufacture, solely for its and its Affiliates’
own use and not for resale (except as incorporated in other products sold
by Seller to third parties), laminates used in insulation of bus bars
manufactured by Seller and/or its Affiliates.  The above description
is for convenience only, and is qualified in its entirety by the actual content
of said Production License.

     

    
      
        
        

      

      
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    4.    Damages

     

    In the
event of an intentional breach of the provisions set forth in Section 3 of this
Agreement, the Seller shall pay to the Buyer a fixed amount of EUR 250,000 for
each such breach plus a fixed amount of EUR 2,500 (collectively, the “Liquidated
Damages Amounts”) for each day such breach continues, without prejudice to the
right of the Buyer and or the Company to claim additional damages as the case
may be. However, the Liquidated Damages Amounts shall only become due in case
the Seller fails to remedy the breach within a term of thirty (30) days
following the written notification of the breach by the Buyer to the Seller. The
written notification of the Buyer shall specify the particulars of such breach
(to the extent that Buyer knows them). Notwithstanding the foregoing, Seller
shall not be liable for the Liquidated Damages Amounts if (a) the breach is
caused by a business or asset acquired by Seller, and (b) Seller divests itself
of the portion of such business or asset comprising the Competitive Activity
within the “Divestment Period,” as defined below. If a substantial portion of
the revenues generated by such business or asset is derived from the Competitive
Activity (but in no event less than 3 million Euros per year), then the
Divestment Period shall be the term of thirty (30) days following the written
notification by the Buyer; otherwise, it shall be twelve (12) months from such
notification, provided that Seller uses its best efforts to divest the
Competitive Activity within the first six (6) months of the Divestment
Period.  Such best efforts means that the Seller must use diligent
efforts in good faith to dispose of the Competitive Activity for a price which
is not unreasonably low in comparison to the proportionate share of the
acquisition price and costs incurred by Seller in acquiring said business or
asset.  Furthermore, Seller shall comply in good faith with any
reasonable request of the Buyer to minimize the (potential) damages of the Buyer
resulting from such business or asset until the divestment of such business or
asset is completed.

     

    5.    Notices

     

    All
notices and other communications hereunder shall be given in accordance with the
provisions of Section 9(a) of the Stock Purchase Agreement.

     

    6.    Assignment

    
No party
shall have the right to assign this Agreement without prior written consent of
the remaining parties, and any attempted assignment of this Agreement by a party
without prior written consent of the other parties shall be void.

     

    7.    Entire
Agreement; Modification

    
This
Agreement and the Stock Purchase Agreement constitute the entire agreement
between the parties with respect to the subject matter hereof and supersede all
prior agreements or understandings, whether written or oral, between the parties
with respect to the subject matter of this Agreement. In the event of any
conflict between the Stock Purchase Agreement and this Agreement regarding the
subject matter hereof, the latter shall control. This Agreement may not be
amended except by a written agreement by parties, nor may any provision hereof
be waived other than in a writing signed by the waiving party.

     

    
      
        
        

      

      
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    8.    Successors
and Assigns

    
This
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the successors and permitted assigns of the parties.

     

    9.    Severability

    
Whenever
possible, each provision and term of this Agreement will be interpreted in a
manner to be effective and valid; provided, that if any provision of this
Agreement is held invalid or unenforceable, then such provision will be
ineffective only to the extent of such invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provision or the
remaining provisions of this Agreement. If any of the covenants set forth in
Section 3 of this Agreement are held to be invalid or unenforceable, such
covenants will be considered divisible with respect to scope, time and
geographic area and will be effective, binding and enforceable against the
Sellers in such lesser scope, time and geographic area to the maximum extent
possible under applicable law.

     

    10.   Governing
Law; Arbitration

    
This
Agreement will be governed by the laws of Belgium. Any dispute, controversy or
claim arising out of or relating to this Agreement, or the breach or invalidity
thereof, will be settled by arbitration in accordance with the provisions of
Section 9(f) of the Stock Purchase Agreement, which are incorporated herein by
reference, mutadis
mutandis, as if they were expressly set forth herein.

     

    11.   Counterparts

    


    This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original and both of which together shall be deemed a single
instrument. This Agreement shall be deemed effective upon the receipt by each
party of an executed signature page hereto signed by the other, which may be
transmitted by facsimile or electronic means.

     

    12.   English
Language

     

    The
parties confirm that it is their desire to have this Agreement, as well as any
and all other documents attached or relating hereto, including notices, written
in the English language exclusively.

     

    13.   Further
Assurances

     

    The
parties agree to execute, acknowledge and deliver all such further instruments,
and to do all such other acts as may be reasonably necessary or appropriate in
order to carry out the intent and purposes of this Agreement.

     

     

    
      
        
        

      

      
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    IN WITNESS THEREOF, the
parties have executed this Non-Competition Agreement in two originals on the day
and year first above written and each party confirms having received one
original.

     

     

    
      
        	 	

                ROGERS
      INDUFLEX NV

              	 
	 	 	 	 
	
                 

              	
              	

                /s/ J.D.
      Ludvigsen

              	 
	 	 	

                By:  J.
      D. Ludvigsen

              	 
	 	 	

                Its:   Managing
      Director

              	 
	 	 	 	 
	 	 	 	 
	 	

                ROGERS
      CORPORATION

              	 
	 	 	

                /s/ Luc Van
      Eenaeme

              	 
	 	 	

                By:  Luc
      Van Eenaeme

              	 
	 	 	

                Its:   Vice
      President Europe

              	 


      

    

     

     

     

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