EXHIBIT 10.31


 


NONCOMPETE AGREEMENT


(Senior Employee)


 


This
NONCOMPETE AGREEMENT (the “AGREEMENT”), made as of the [     ]
day of December, 2009, is entered into between Hittite Microwave Corporation, a
Delaware corporation with offices at 20 Alpha Road, Chelmsford, MA 01824 (the “COMPANY”)
and [                    ], an individual
residing at [                       ]
(the “Employee”).


 


RECITALS:


 


A.            The Employee is a key
employee of the Company.


 


B.            The Company has agreed to
increase the Employee’s annual rate of salary from $[       ] to $[       ].


 


C.            The Employee’s execution of
this Agreement is a condition to the Company’s increase in his annual rate of
salary.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                                      NON-COMPETITION COVENANTS.


 


(a)           NON-COMPETITION COVENANTS. The Employee agrees that
he will not, during the Non-Competition Period (as hereinafter defined),
directly or indirectly:


 


(i)            as owner,
employee, officer, director, partner, sales representative, agent, stockholder,
capital investor, lessor, consultant or advisor, either alone or in association
with others (other than as a holder of not more than one percent of the
outstanding shares of any series or class of securities of a company, which
securities of such class or series are publicly traded in the securities
markets), develop, design, produce, market, sell or render (or assist any other
person or entity in developing, designing, producing, marketing, selling or
rendering), products or services which are competitive with the Business of the
Company (as hereinafter defined) anywhere in the world;


 


(ii)           solicit, divert
or take away, or attempt to solicit, divert or take away, the business or
patronage of any of the customers, prospective customers or referral sources of
the Company with whom the Company has had a relationship during the period of
the Employee’s employment by the Company; or


 

















 


(iii)          recruit,
solicit or hire any employee of the Company, or induce or attempt to induce any
employee of the Company to terminate his or her employment with, or otherwise
cease his or her relationship with, the Company.


 


(b)           DEFINITIONS. For the purposes of this Section 1,
the following terms shall have the respective meanings indicated below:


 


(i)            “NON-COMPETITION
PERIOD” shall mean the period during which the Employee is employed by the
Company and the one-year period commencing on the last day of the Employee’s
employment by the Company, regardless of whether the Employee’s termination was
at the election of the Company, with or without cause, or at the election of
the Employee, with or without good reason.


 


(ii)           “BUSINESS OF
THE COMPANY” shall mean the development, manufacture, marketing and/or
distribution of monolithic microwave integrated circuits and assemblies for RF,
microwave and millimeter wave applications or other products or services which
the Company sells, has under development or which are subject to active
planning at any time during the term of the Employee’s employment with the
Company.


 


2.                                      INJUNCTIVE AND OTHER EQUITABLE RELIEF.


 


(a)           The Employee consents and agrees that if he violates
any of the provisions of Section 1 hereof, the Company shall be entitled,
in addition to any other remedies it may have at law, to the remedies of
injunction, specific performance and other equitable relief for a breach by the
Employee of Section 1 of this Agreement. This Section 2(a) shall
not, however, be construed as a waiver of any of the rights which the Company
may have for damages or otherwise.


 


(b)           Any waiver by the Company of a breach of any
provision of Section 1 hereof shall not operate or be construed as a waiver
of any subsequent breach of such provision or any other provision hereof.


 


(c)           The Employee agrees that each provision of Section 1
shall be treated as a separate and independent clause, and the unenforceability
of any one clause shall in no way impair the enforceability of the other
clauses herein. Moreover, if one or more of the provisions contained in Section 1
shall for any reason be held to be excessively broad as to scope, activity or
subject so as to be unenforceable at law, such provision or provisions shall be
construed by the appropriate judicial body by limiting and reducing it or them
so as to be enforceable to the maximum extent compatible with the applicable
law as it shall then appear.


 


3.             OTHER AGREEMENTS. The
Employee represents and warrants that his performance of all the terms of this
Agreement and as an employee of the Company does not and will not breach any
other agreement by which he is bound.


 

















 


4.             NOTICES. All notices
required or permitted under this Agreement shall be in writing and shall be
deemed effective upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the
other party at the address shown above, or at such other address or addresses
as either party shall designate to the other in accordance with this Section 4.


 


5.             NOT A CONTRACT OF
EMPLOYMENT. Employee understands that this Agreement does not constitute a
contract of employment or give Employee rights to employment or continued
employment by the Company.


 


6.             ENTIRE AGREEMENT. This
Agreement constitutes the entire agreement between the parties and supersedes
all prior agreements and understandings, whether written or oral, relating to
the subject matter of this Agreement.


 


7.             AMENDMENT. This Agreement
may be amended or modified only by a written instrument executed by both the
Company and the Employee.


 


8.             GOVERNING LAW. This
Agreement shall be construed, interpreted and enforced in accordance with the
laws of The Commonwealth of Massachusetts, without regard to its choice of law
principles. Employee hereby consents to (a) service of process, and to be
sued, in The Commonwealth of Massachusetts and (b) to the jurisdiction of
the courts of The Commonwealth of Massachusetts and the United States District
Court for the District of Massachusetts, as well as to the jurisdiction of all
courts to which an appeal may be taken from such courts, for the purpose of any
suit, action or other proceeding arising out of any of Employee’s obligations
hereunder, and Employee expressly waives any and all objections he or she may
have as to venue in any such courts.


 


9.             SUCCESSORS AND ASSIGNS. This
Agreement shall be binding upon and inure to the benefit of both parties and
their respective successors and assigns, including any corporation with which
or into which the Company may be merged or which may succeed to its assets or
business, provided, however, that the obligations of the Employee are personal
and shall not be assigned by him.


 


10.          MISCELLANEOUS.


 


(a)           No delay or omission by the Company in exercising
any right under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by the Company on any one occasion shall be
effective only in that instance and shall not be construed as a bar or waiver
of any right on any other occasion.


 


(b)           The captions of the sections of this Agreement are
for convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.


 


(c)           This Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision hereof
shall be prohibited or invalid under any such law, such provision shall be
ineffective to the extent of such prohibition 


 

















 


or invalidity, without invalidating or nullifying the remainder of such
provision or any other provisions of this Agreement. If any one or more of the
provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, such
provisions shall be construed by limiting and reducing it so as to be
enforceable to the maximum extent permitted by applicable law.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year set forth above.


 


	
   

  	
  HITTITE
  MICROWAVE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: