Exhibit 10









Exhibit

10.15




 




 




NONCOMPETITION

AGREEMENT




 




 




This Noncompetition

Agreement (this "Agreement") is made as of March 26, 1999, by and

between Henry Company, a California corporation ("Henry"), and James

Van Pelt ("Executive") a Principal Executive and Shareholder of

Grundy Industries, Inc., an Illinois corporation (Grundy Industries, Inc.,

together with its subsidiaries, the "Company").




 




RECITALS




 




Concurrently with the execution and delivery of this

Agreement, Buyer is purchasing from Seller all of the Company's issued and

outstanding shares (the "Shares") of capital stock pursuant to a

stock purchase agreement dated as of March 26, 1999 (the "Stock Purchase

Agreement"). Section 2.4(a)(iii) of the Stock Purchase Agreement requires

that Executive execute and deliver to Buyer a noncompetition agreement as a

condition to the Buyer's purchase of the Shares.




 




The parties, intending to be legally bound, agree as

follows:




 




ARTICLE 1.




 




DEFINITIONS




 




Capitalized terms not expressly defined in this

Agreement shall have the meanings ascribed to them in the Stock Purchase

Agreement.




 




ARTICLE 2.




 




ACKNOWLEDGMENTS BY

EXECUTIVE




 




Executive acknowledges that (a) Executive has occupied

a position of trust and confidence with the Company prior to the date hereof,

is highly knowledgeable with respect to the business of the Company, and has

become familiar with the following, any and all of which constitute

confidential information of the Company, (collectively the "Confidential

Information"): (i) any and all trade secrets concerning the business and

affairs of the Company, product specifications, data, know–how, formulae,

compositions, processes, designs, sketches, photographs, graphs, drawings,

samples, inventions and ideas, past, current and planned research and

development, current and planned manufacturing and distribution methods and

processes, customer lists, current and anticipated customer requirements, price

lists, market studies, business plans, computer software and programs

(including object code and source code), computer software and database

technologies, systems, structures and architectures (and related processes,

formulae, compositions, improvements, devices, know–how, inventions,

discoveries, concepts, ideas, designs, methods and information, of the Company

and any other information, however documented, of the Company that may

constitute a trade secret under applicable law; (ii) any and all information

concerning the business and affairs of the Company (including




 




 





























 




 




historical financial statements, financial projections and budgets,

historical and projected sales, capital spending budgets and plans, the names

and backgrounds of key personnel, personnel training and techniques and

materials, however documented; and (iii) any and all notes, analysis, studies

and other material prepared by or for the Company containing or based, in whole

or in part, on any information included in the foregoing; (b) the business of

the Company is based in the midwest; (c) its products and services are marketed

throughout the midwest; (d) the Company competes with other businesses that are

or could be located in any part of the United States; (e) the provisions of

Sections 3 and 4 of this Agreement are reasonable and necessary to protect and

preserve the Company' business, and (g) the Company would be irreparably

damaged if Executive were to breach the covenants set forth in Sections 3 and 4

of this Agreement.




 




ARTICLE 3.




 




CONFIDENTIAL

INFORMATION




 




Executive acknowledges and agrees that all

Confidential Information known or obtained by Executive, whether before or

after the date hereof, is the property of the Company. Therefore, Executive

agrees that Executive will not, at any time, disclose to any unauthorized

Persons or use for his own account or for the benefit of any third party any

Confidential Information, whether Executive has such information in Executive's

memory or embodied in writing or other physical form, without Henry's written

consent, unless and to the extent that the Confidential Information is or

becomes generally known to and available for use by the public other than as a

result of Executive's fault or the fault of any other Person bound by a duty of

confidentiality to Henry or the Company.




 




ARTICLE 4.




 




NONCOMPETITION




 




For the consideration to be under this Agreement,

Executive agrees that:




 




(1)           For a period of six (6) years from

the date hereon (the "Period");




 




(a)           Executive will not, directly or

indirectly, engage or invest in, own, manage, operate, finance, control, or

participate in the ownership, management, operation, financing, or control of,

be employed by, associated with, or lend Executives' name or any similar name

to, or render services or advice to, any business whose products or activities

compete in whole or in part with the current products or activities of the Company,

anywhere in the United States, provided, however, that Executive may purchase

or otherwise acquire up to (but not more than) one percent (1%) of any class of

securities of any enterprise (but without otherwise participating in the

activities of such enterprise) if such securities are listed on any national or

regional securities exchange or have been registered under Section 12(g) of the

Securities Exchange Act of 1934. Executive agrees that this covenant is

reasonable with respect to its duration, geographical area, and scope.




 




 




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(b)           Executive will not, directly or

indirectly, either for himself or any other Person, (A) induce or attempt to

induce any employee of the Company or the Company's parent entity to leave the

employ of such company, (B) in any way interfere with the relationship between

the Company or the Company's parent entity and any employee of the Company or

the Company's parent entity, (C) employ, or otherwise engage as an employee,

independent contractor, or otherwise, any employee of the Company or the

Company's parent entity, or (D) induce or attempt to induce any customer,

supplier, licensee, or business relation of the Company or the Company's parent

entity to cease doing business with such company, or in any way interfere with

the relationship between any customer, supplier, licensee, or business relation

of any such company.




 




(c)           Executive will not, directly or

indirectly, either for himself or any other Person, solicit the business of any

Person known to Executive to be a customer of the Company or the Company's

parent entity, whether or not Executive had personal contact with such Person;




 




(2)           If Executive breaches any covenant

set forth in Subsection 4(l) of this Agreement, the term of such covenant will

be extended by the period of the duration of such breach; and




 




(3)           Executive will not, at any time

during or after the Period, disparage Henry, the Company or the Company's

parent entity, or any of their shareholders, directors, officers, employees, or

agents.




 




ARTICLE 5.




 




COMPENSATION




 




As consideration for the covenants in Section 4 of

this Agreement, the Company will pay Executive the sum of Six Hundred Fifty

Thousand Dollars ($650,000) (the "Non–Compete Consideration"),

subject to a holdback of $100,000 of the Non–Compete Consideration (the

"Holdback") which Henry may cause to be retained as security for the

Seller's indemnification obligations under Article 8 of the Stock Purchase

Agreement. The Holdback shall be administered as provided in the Stock Purchase

Agreement. The Company will be entitled to offset against the Holdback the

amount of any and all claims that the Company may have against the Executive

pursuant to Article 8 of the Stock Purchase Agreement.




 




ARTICLE 6.




 




REMEDIES




 




If Executive breaches the covenants set forth in

Sections 4 or 5 of this Agreement, Henry and the Company will be entitled to

the following remedies:




 




(1)           Damages from Executive;




 




(2)           In addition to its right to damages

and any other rights it may have, to obtain injunctive or other equitable

relief to restrain any breach or threatened breach or otherwise to




 




 




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specifically enforce the

provisions of Sections 4 and 5 of this Agreement, it being agreed that money

damages alone would be inadequate to compensate Henry or the Company and would

be an inadequate remedy for such breach.




 




(3)           The rights and remedies of the

parties to this Agreement are cumulative and not alternative.




 




ARTICLE 7.




 




SUCCESSORS AND

ASSIGNS




 




This Agreement will be binding upon Henry and

Executive and will inure to the benefit of Henry and the Company and its

affiliates, successors and assigns and Executive and Executives' assigns, heirs

and legal representatives.




 




ARTICLE 8.




 




WAIVER




 




The rights and remedies of the parties to this

Agreement are cumulative and not alternative. Neither the failure nor any delay

by any party in exercising any right, power, or privilege under this Agreement

will operate as a waiver of such right, power, or privilege, and no single or

partial exercise of any such right, power, or privilege will preclude any other

or further exercise of such right, power, or privilege or the exercise of any

other right, power, or privilege. To the maximum extent permitted by applicable

law, (a) no claim or right arising out of this Agreement can be discharged by

one party, in whole or in part, by a waiver or renunciation of the claim or

right unless in writing signed by the other party; (b) no waiver that may be

given by a party will be applicable except in the specific instance for which

it is given; and (c) no notice to or demand on one party will be deemed to be a

waiver of any obligation of such party or of the right of the patty giving such

notice or demand to take further action without notice or demand as provided in

this Agreement.




 




ARTICLE 9.




 




GOVERNING LAW




 




This Agreement will be governed by the laws of the

State of Illinois without regard to conflicts of laws principles.




 




ARTICLE 10.




 




JURISDICTION;

SERVICE OF PROCESS




 




Any action or proceeding seeking to enforce any

provision of, or based on any right arising out of, this Agreement shall be

brought against any of the parties in the federal and state courts of the State

of Illinois, each of the parties consents to the jurisdiction of such courts

(and of the




 




 




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appropriate appellate courts) in any such action or proceeding and

waives any objection to venue therein. Process in any action or proceeding

referred to in the preceding sentence may be served on any party anywhere in

the world.




 




ARTICLE 11.




 




SEVERABILITY




 




Whenever possible each provision and term of this

Agreement will be interpreted in a manner to be effective and valid but if any

provision or term of this Agreement is held to be prohibited by or invalid,

then such provision or term will be ineffective only to the extent of such

prohibition or invalidity, without invalidating or affecting in any manner

whatsoever the remainder of such provision or term or the remaining provisions

or terms of this Agreement. If any of the covenants set forth in Sections 3 and

4 of this Agreement are held to be unreasonable, arbitrary, or against public

policy, such covenants will be considered divisible with respect to scope,

time, and geographic area, and in such lesser scope, time and geographic area,

will be effective, binding and enforceable against Executive.




 




ARTICLE 12.




 




COUNTERPARTS




 




This Agreement may be executed in one or more

counterparts, each of which will be deemed to be an original copy of this

Agreement and all of which, when taken together, will be deemed to constitute

one and the same agreement.




 




ARTICLE 13.




 




SECTION HEADINGS,

CONSTRUCTION




 




The headings of Sections in this Agreement are

provided for convenience only and will not affect its construction or

interpretation. All references to "Section" or "Sections"

refer to the corresponding Section or Sections of this Agreement unless

otherwise specified. All words used in this Agreement will be construed to be of

such gender or number as the circumstances require. Unless otherwise expressly

provided, the word "including" does not limit the preceding words or

terms.




 




ARTICLE 14.




 




NOTICES




 




All notices, consents, waivers, and other

communications under this Agreement must be in writing and will be deemed to

have been duly given when (a) delivered by hand (with written confirmation of

receipt), (b) sent by facsimile (with written confirmation of receipt),

provided that a copy is mailed by registered mail, return receipt requested, or

(c) when received by the addressee,




 




 




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if sent by a nationally recognized overnight delivery service (receipt

requested), in each case to the appropriate addresses and facsimile numbers set

forth below (or to such other addresses and facsimile numbers as a party may

designate by notice to the other parties):




 




	

  Executive:


  	

  James Van Pelt


  
	

   


  	

  1393 Edgewood Lane


  
	

   


  	

  Winnetka, Illinois 60093


  
	

   


  	

   


  
	

   


  	

  Facsimile No.:


  	

   


  	

   


  
	

   


  	

   


  
	

  Henry:


  	

  Henry Company


  
	

   


  	

  2911 Slauson Avenue


  
	

   


  	

  Huntington Park, California 90255


  
	

   


  	

   


  
	

   


  	

  Attention: Jeffrey A. Wahba


  
	

   


  	

  Facsimile No.: 323/581–7764


  





 




ARTICLE 15.




 




ENTIRE AGREEMENT




 




This Agreement, the Employment Agreement and the Stock

Purchase Agreement constitute the entire agreement between the parties with

respect to the subject matter of this Agreement and supersede all prior written

and oral agreements and understandings between Henry and Executive with respect

to the subject matter of this Agreement. This Agreement may not be amended except

by a written agreement executed by the party to be charged with the amendment.




 




 




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IN WITNESS WHEREOF, the parties have executed and

delivered this Agreement as of the date first above written.




 








	

  HENRY COMPANY


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ Richard Gordinier


  	

   


  
	

  Its: 


  	

  President


  	

   


  
	

   


  	

   


  
	

  EXECUTIVE


  	

   


  
	

  /s/ James S. Van Pelt


  	

   


  
	

  James S.Van Pelt


  	

   


  










 




 




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