Exhibit 10(e) to The Valspar Corporation Form 10-Q dated January 28, 2005







Exhbit 10(e) 



CONFIDENTIALITY AND NONCOMPETITION AGREEMENT 



        This Confidentiality and
Noncompetition Agreement (“Agreement”) is entered into by and between The Valspar Corporation, including its
subsidiaries, (“Valspar”) and William L. Mansfield (“Executive”). 



        1.     Understandings.   In
consideration of his appointment to, and impending assumption effective February 23, 2005 of, the position of President/Chief
Executive Officer and the compensation and benefits he shall receive therewith, Executive voluntarily agrees to the terms of this
Agreement. Executive agrees and acknowledges that Valspar informed Executive, as part of its original offer of employment as
President/Chief Executive Officer, that the restrictions contained in this Agreement would be required as a term and condition of
his new position with Valspar. Executive and Valspar acknowledge that the restrictions set forth in this Agreement have been
carefully considered and negotiated between the parties. Executive understands and acknowledges that by the nature of his position
as an important and highly-compensated executive employee he will develop intimate knowledge of Valspar’s business and its
Confidential Information and maintain close working relationships with Valspar’s employees, customers, and business partners
around the world. In light of these understandings, Executive agrees that the covenants set forth in this Agreement are reasonable
and will not unduly restrict Executive in securing other employment in the event of termination of employment. Executive and
Valspar further agree that the post-employment restrictions and obligations contained in this Agreement shall survive termination
of Executive’s employment and shall apply regardless of whether Executive’s termination is voluntary or involuntary, and
regardless of the reason for the termination. 



        2.     Duties.   During
his employment with Valspar, Executive shall serve Valspar faithfully and to the best of his ability and shall devote his full
business and professional time, energy, and diligence to the performance of his job duties unless otherwise agreed in writing by
Valspar. Executive shall perform such duties for Valspar (i) as are customarily incident to his position and (ii) as may be
assigned or delegated to him from time to time by Valspar. During his employment with Valspar, Executive shall not engage in any
other business activity that would conflict or interfere with his ability to perform his duties under this Agreement. 



        3.     Confidential
Information. 



                a.     “Confidential
Information” shall mean any information not generally known or readily ascertainable by Valspar’s competitors or the
general public, and includes trade secrets. Confidential Information includes, but is not limited to, Valspar’s acquisition
or divestiture strategy, contemplated product line, manufacturing processes, compilations, manufacturing representatives and
distributors, Valspar’s business and financial methods and practices, plans, pricing, marketing, merchandising and selling
techniques and information, research and development data, customer lists, supplier lists, business strategy, methods, know-how,
formulas, Inventions, discoveries, and information relating to existing and potential claims, disputes, and litigation. Executive
acknowledges that Valspar owns such Confidential Information. 



	  	b. 	  	Both during and after the term of Executive’s employment with
Valspar: 






	  	i)     Executive agrees to take all
reasonable and prudent steps to protect and preserve Valspar’s Confidential Information. 






	  	ii)     Executive expressly agrees that
he shall not, during the term of employment or at any time thereafter, divulge, furnish, or make accessible to anyone, or use in
any way, any Confidential Information, other than for benefit of Valspar in the ordinary course of the business of Valspar. Other
than for Valspar, Executive shall not at any time provide services to any person or entity if providing such services would
require or likely result in Executive’s using or disclosing Confidential Information. 






















	  	iii)     Executive will treat information
as confidential when it is labeled “confidential” or “trade secret.” Executive will also treat information not
expressly identified as “confidential” or “trade secret” as confidential if, under the circumstances,
Executive knows or has reason to know that Valspar intends to keep that type of information confidential. 






	  	iv)     Valspar and Executive agree that
any Confidential Information that Executive receives shall not be governed by this Agreement if such Confidential Information: (i)
is or becomes public knowledge through no act or failure to act by Executive, or (ii) is or becomes available to Executive from an
unrestricted third party without a breach of confidentiality. 






	  	v)     Executive shall make no attempts
or assist any other parties in attempting to reverse compile, disassemble, or otherwise reverse engineer Valspar’s
Confidential Information, nor shall Executive knowingly permit others to do so. 






        4.     Noncompetition
and Nonsolicitation.   Executive agrees that during his employment with Valspar and for a period of three (3)
years immediately following termination of his employment with Valspar, Executive shall not (except on Valspar’s behalf
during Executive’s employment), directly or indirectly, for himself or for any other person or entity: 



	  	a.  	  	Own any interest in, manage, control, participate in, consult
with, be employed by, render services for, plan, organize, or in any manner engage in any business involving the design,
development, manufacture, marketing, sale, or distribution of any Competitive Product within any geographical area in the world
(it being acknowledged and agreed that Valspar’s business is worldwide in scope). Nothing herein shall prohibit Executive
from being a passive owner of not more than one percent of the outstanding stock of any class of a corporation which is publicly
traded, so long as Executive has no active participation in the business of such corporation. “Competitive Product”
means any product, process, or service (including any component thereof or research to develop information useful in connection
with a product, process, or service) that is being designed, developed, assembled, manufactured, marketed, or sold by anyone other
than Valspar and which is of the same general type, performs similar functions, competes with or is used for the same purposes as
a Valspar Product. “Valspar Product” means any product, process, or service (including any component thereof or research
to develop information useful in connection with a product, process, or service) that, during Executive’s employment with
Valspar, was being researched, designed, developed, assembled, manufactured, marketed, or sold by Valspar, or with respect to
which Valspar had acquired Confidential Information to use in the design, development, assembly, manufacture, marketing or sale of
a product, process, or service. 






	  	b.  	  	Induce or attempt to induce any Valspar employee or contractor to
leave Valspar’s employ or engagement, or in any way interfere with the relationship between Valspar and any Valspar employee
or contractor. 






	  	c.  	  	Hire any person who was a Valspar employee at any time during the
twelve months prior to the termination of Executive’s employment. 






	  	d.  	  	Induce or attempt to induce any customer, supplier, licensee,
licensor, distributor, or other business relation of Valspar (including any person or entity that is negotiating or exploring
entering into such a relationship with Valspar) to cease doing business with Valspar, or in any way intentionally interfere with
the relationship between any such person or entity and Valspar (including, without limitation, making any negative or disparaging
statements or communications regarding Valspar). 


















        5.     Copyrights.   Executive
agrees that, as an employee of Valspar, any articles, documentation, visual works, computer, software, and/or internet
applications or other work of authorship (hereinafter referred to as “Works”) prepared by Executive for the benefit of,
or for distribution, use by, or publication to, Valspar, or prepared at the request of Valspar (as well as Executive’s
contributions to any other Works relating to Valspar), shall be considered “work made for hire” under U.S. Copyright law
and that all such Works shall belong to Valspar. To the extent that any such Works cannot be considered a “work made for
hire,” Executive agrees to disclose and hereby assigns to Valspar all right, title, and interest in and to such Works, and
agrees to assist Valspar by executing any such documents or applications as may be useful to evidence, register, or perfect such
ownership of such Works. To the extent such Works are based on preexisting work in which Executive has an ownership interest,
Executive grants Valspar all right, title, and interest in such Works free and clear of any claim based on the preexisting work.




        6.     Return
of Confidential Information and Property.   Executive specifically acknowledges that all of the records of any
and all business conducted by or related to Valspar, including but not limited to records and files pertaining to products,
services, suppliers, customers, practices, techniques, distributors, licensors, and licensees are the property of Valspar and not
that of Executive. Upon the termination of his employment (or earlier if requested), Executive agrees to deliver promptly to
Valspar all of its property, including all Works, Inventions, and copies thereof, work in progress, research data, equipment,
documents, correspondence, notebooks, reports, formulas, computer programs, software, software documentation, sales data, business
manuals, price lists, customer lists, samples, and all other materials and copies thereof relating any in any way to the business
of Valspar. 



        7.     Cooperation
in Claims.   During the period of Executive’s employment and thereafter, Executive shall cooperate with
Valspar in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Valspar
(including, without limitation, Executive being available to Valspar upon reasonable notice for interviews and factual
investigations, appearing at Valspar’s request to give truthful testimony without requiring service of a subpoena or other
legal process, volunteering to Valspar all pertinent information and turning over to Valspar all relevant documents which are or
may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s
other permitted activities and commitments). 



        8.     Remedies.   The
parties acknowledge and agree that any breach by Executive of the terms of this Agreement may cause Valspar irreparable harm and
injury for which money damages would be inadequate. Accordingly, Valspar, in addition to any other remedies available at law or
equity, shall be entitled, as a matter of right, to injunctive relief in any court of competent jurisdiction. The parties agree
that such relief may be granted without the necessity of proving actual damages. Further, if Valspar prevails against Executive in
a legal action for violation of any portion of this Agreement, Valspar shall be entitled to collect from Executive any
attorneys’ fees and costs incurred in bringing any action to enforce the terms of this Agreement, as well as any
attorneys’ fees and costs for the collection of any judgments in Valspar’s favor arising out of Executive’s
violations. The parties further agree that, if Executive breaches Section 4 of this Agreement, the time period for such
restriction(s) contained therein shall be extended by the length of time that Executive was in breach of such restriction(s).
Nothing in this Agreement shall limit Valspar’s remedies under state or federal law or elsewhere. 



        9.     Successors
and Assigns.   This Agreement shall be binding upon Executive’s heirs, assigns, executors, administrators,
other legal representatives and permitted assigns and upon Valspar’s successors and assigns. This Agreement may be
transferred or assigned by Valspar but may not be assigned by Executive without Valspar’s prior written consent. 



        10.     Enforceability.   If
a court finds any term of this Agreement to be invalid, unenforceable, or void, the parties agree that the court shall modify such
term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term shall
be severed and all other terms of this Agreement shall remain in effect. 















        11.     Waiver.   The
failure of a party to require compliance with any term or obligation of this Agreement shall not constitute a waiver or prevent
enforcement of such term or obligation. A term or obligation of this Agreement may be waived only by a written instrument signed
by the party waiving compliance. 



        12.     Entire
Agreement and Modification.   This Agreement constitutes the entire agreement between the parties as to its
subject matter and supersedes all prior agreements, understandings, and negotiations between the parties regarding its subject
matter, whether oral or written. No modification, supplement, or amendment of any provision hereof shall be valid unless made in
writing and signed by the parties. 



        13.     Unconditional
Obligations.   It is intended that the obligations of Executive to perform pursuant to the terms of this
Agreement are unconditional and do not depend on the performance or nonperformance of any agreements, duties, or obligations
between Valspar and Executive not specifically contained in this Agreement. 



        14.     Captions.   The
headings of all of the sections of this Agreement are for convenience only and shall not affect the construction or interpretation
of this Agreement. 



        15.     Survival
of Provisions.   The parties agree that Sections 3, 4, 5, 6, 7, and 8, and all other provisions necessary for
enforcement of such provisions, shall survive termination of this Agreement and termination of Executive’s employment for any
reason. 



        16.     Governing
Law/Venue.   This Agreement shall be governed and construed in accordance with the laws of the State of
Minnesota. The parties agree that any action relating to this Agreement shall be instituted and prosecuted in Hennepin County,
Minnesota, in either state court (Hennepin County District Court) or federal court (United States District Court for the District
of Minnesota). Executive and Valspar hereby consent to submit to the personal jurisdiction of such courts and agree not to bring
any action relating to this Agreement or Executive’s employment and/or termination in any court other than Hennepin County
District Court or United States District Court for the District of Minnesota. 



        17.     Counterparts.   More
than one counterpart of this Agreement may be executed by the parties hereto, and each fully executed counterpart shall be deemed
an original. 



With the intention of being bound
hereby, the parties have executed this Agreement as of the dates set forth below. 




	Dated:	 	 	February 20, 2005	 	 	/s/   William L. Mansfield 	 	 
	 	
	 	

	 	William L. Mansfield  
	 
	 
		The Valspar Corporation  	 	 
	 
	Dated:	 	 	February 20, 2005	 	 	By:	 	 	/s/ Gary Gardner	 	 
	 	
	 	

	 	Its:	 	 	Vice President