**Exhibit No. 10.9**

 

**EXECUTION COPY**

 

**NONCOMPETITION AGREEMENT**

 

**THIS NONCOMPETITION AGREEMENT**, dated as of December 31, 2004, is between Skurka Aerospace Inc., a Delaware corporation(“Buyer”), and TransDigm, Inc., a Delaware corporation (“TransDigm”), and Howard Skurka (“Employee”), having a mailing address of 4600 Calle Bolero, Camarillo, California 93011. 

 

RECITALS: 

 

A. Pursuant to a Asset Purchase Agreement, dated as of December 11, 2004 (the “Purchase Agreement”),among TransDigm, Skurka Engineering Company, a California corporation (the “Company”), the Employee and certain other parties, Buyer will acquire substantially all of the Company’s assets and certain liabilities of the Company(the “Transaction”). 

 

B. In connection withthe Transaction, Buyer is willing to enter into a Retention Agreement, dated as of the date hereof, with Employee (the “Retention Agreement”) relating to the compensation payable to Employee during, and upon termination of, hisemployment. 

 

C. Employee acknowledges that he will benefit fromthe Retention Agreement and the consummation of the Transaction and that it is a condition of the obligation of Buyer and TransDigm to consummate the Transaction and to enter into the Retention Agreement that Employee executes and delivers thisAgreement. 

 

AGREEMENT: 

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutualpromises herein contained, the parties, intending to be legally bound, hereby agree as follows: 

 

1. Definitions. For purposes of this Agreement: 

 

(a) “Affiliate” means any Person that controls, is controlled by or is under common control with another Person, with “control”meaning the ownership of or ability to direct the voting of greater than 50% of the voting equity of a Person or the ability to direct the policies of a Person. 

 

(b) “Business” means all business conducted by the Buyer during Employee’s tenure of employment with the Buyer. 

 

(c) “Person” means any natural person, partnership,corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or governmental entity or authority. 

 

(d) “Restricted Territory” means anywhere in the world in which the Business is conducted. 

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(e) “Trade Secrets” means any confidential proprietary information that has inherenteconomic value as a result of its confidential nature and that is the subject of reasonable attempts to retain its confidentiality. 

 

2. Non-Compete. Employee hereby agrees, on behalf of himself and his heirs, assigns and Affiliates, that during the tenure of Employee’semployment with Buyer, he will not at any time directly or indirectly, whether as a consultant, agent, independent contractor, partner, Employee, participant, owner, creditor, investor or otherwise (other than ownership as a passive investor of lessthan 2% of the voting stock of a company listed on a national stock exchange): 

 

(a) own, manage, operate, finance, control or participate in the ownership, management, operation, financing, control of, or be employed by, act as a consultant to, be associated with, lend his name or any trade nameto, any of his credit to, or otherwise render services or advice to or on behalf of, any business that competes or has the intention of using Employee to compete, in the Restricted Territory, with the Business; 

 

(b) sell or solicit the sale of any product or service of any Person inexistence or under development that is the same as, substantially similar to or competes with or is intended to compete with any products or services of the Business in the Restricted Territory; 

 

(c) whether for his own account or for the account of any other person, firm,corporation or other business organization, intentionally interfere with Buyer’s relationship with, or endeavor to entice away from Buyer, any person or entity who, during the period prior to the date hereof, is or was a customer or client ofBuyer. 

 

(d) except as expressly permitted by Buyer or itssuccessors or assigns in advance in writing, directly or indirectly solicit any employee of Buyer or its successors and assigns to leave the employ of Buyer or directly or indirectly hire any such employee. 

 

3. Covenant Against Disclosure. 

 

(a) From and after the date hereof, Employee will hold all Trade Secrets ofthe Business in strict confidence and will not publish, disseminate or otherwise disclose, directly or indirectly to any person such information. 

 

(b) From and after the date hereof, Employee agrees not to (i) disclose to any Person in any manner, directly or indirectly, any Trade Secrets or(ii) use, or permit or assist, by acquiescence or otherwise, any Person to use, in any manner, directly or indirectly, any Trade Secrets excepting only the use or disclosure of such Trade Secrets as is at the time of use or disclosure known tothe public and that did not become known generally through any breach by any Person of any provision of any agreement. 

 

(c) Employee will not be deemed to have violated his obligations under Section 3(a) or 3(b) if he is required to disclose any of the informationdescribed above pursuant to a subpoena, order of any court or governmental or administrative body or other legal process, provided that Employee will provide to Buyer written notice that he is subject to such legally required disclosure prior tomaking such disclosure and provides Buyer with the opportunity for it to enter its appearance in such action and take such steps as Buyer may reasonably deem 

 

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necessary to protect such information. Employee shall cooperate with Buyer in any such efforts to maintain the confidentiality of its information.

 

4. Injunctive Relief. Employee acknowledges and agreesthat Buyer’s remedies at law for any breach of any of Employee’s obligations under this Agreement would be inadequate, and agrees and consents that temporary and permanent injunctive relief may be granted in a proceeding brought to enforceany provision of this Agreement without the necessity of proof of actual damage or the posting of a bond or other security. The foregoing shall not in anyway relieve Buyer of the burden of proving that a breach by Employee of his obligations underthis Agreement occurred. If a court of competent jurisdiction finds the geographic provisions of this Agreement to be so burdensome as to be unenforceable, then the geographic limitations will be reduced to such extent as is necessary to enable saidcourt to enforce the intention of the restrictive covenants contained herein. 

 

5. Assignment. Employee may not assign this Agreement. Buyer may assign this Agreement to any Person controlling, controlled by or under common control with Buyer, or acquiring substantially all of its assets.

 

6. Miscellaneous. 

 

(a) This Agreement shall be governed by and construed in accordance with thedomestic laws of the State of California without giving effect to any conflict of law rules. 

 

(b) All notices (including other communications required or permitted) under this Agreement must be in writing and must be delivered: (i) in person; (ii) by registered, express or certified mail, postageprepaid, return receipt requested; (iii) by a generally recognized courier or messenger service that provides written acknowledgement of receipt by the addressee; or (iv) by facsimile or other generally accepted means of electronictransmission with a verification of delivery. Notices are deemed delivered at the earlier of the date such notice is actually received or delivery is refused by a party. All notices must be delivered at the address set forth below the party’sname on the signature page. Any party may furnish, from time to time, other addresses for notices to it. 

 

If to Employee: 

 

Howard Skurka

4600 Calle Bolero 

Camarillo,California 93011 

Telephone: (805) 484-8884 

Facsimile: (805) 482-7771 

 

If to Buyer:

 

W. Nicholas Howley 

TransDigm, Inc. 

Tower at Erieview

1301 East Ninth Street, Suite 3710 

Cleveland, Ohio 44114 

Telephone: (216) 261-8070 

Facsimile: (216) 289-4937 

 

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with a copy to: 

 

Elizabeth A. Dellinger, Esq. 

Baker & Hostetler LLP 

3200 National City Center 

1900 East 9th Street 

Cleveland, Ohio 44114

Facsimile No.: (216) 696-0740 

 

The above addresses may be changed from time to time by giving notice thereof in the manner provided herein. 

 

(c) Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction,be ineffective, but only to the extent of such prohibition or unenforceability, without invalidating the other provisions hereof or without affecting the validity or unenforceability of such provision in any other jurisdiction. 

 

(d) This Agreement constitutes the entire agreement of the parties relativeto the subject matter contained herein, superseding, canceling and replacing all prior agreements with respect thereto. This Agreement may not be modified, waived or discharged except in writing duly signed by each party. 

 

(e) Buyer’s failure to insist upon strict compliance with any provisionof, or to assert any right under, this Agreement will not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. 

 

(f) Employee confirms that he has had the opportunity to review this Agreement, that he was represented by counsel inconnection with the negotiation and execution and performance of this Agreement and that such acts are his voluntary acts. Employee hereby acknowledges that this Agreement was the result of negotiations and no party hereto should be considered thedrafter hereof for purposes of construction and interpretation of this Agreement. 

 

(g) This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which will constitute one and the same agreement. 

 

(h) The headings contained in this Agreement are for reference purposes onlyand shall not affect in any way the meaning or interpretation of this Agreement. 

 

[Signature page follows.] 

 

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**EXECUTION COPY**

 

**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date first abovewritten. 

 
**TRANSDIGM INC.**By: /s/ Gregory Rufus        
Name:
 Gregory RufusTitle: Chief Financial Officer**SKURKA AEROSPACE INC.**By: /s/ Gregory Rufus        
Name:
 Gregory RufusTitle: Treasurer
 
/s/ Howard Skurka**HOWARD SKURKA**
 

Signature Page toNon-Competition Agreement (Howard Skurka) – Exhibit to Retention Agreement