ncoat8ka061907ex10-4.htm


    
      

      

    

     

    Exhibit
      C

    


    NONCOMPETITION
      AND NONDISCLOSURE
      AGREEMENT

    


    


    This
      Noncompetition Agreement (the “Agreement”) is entered into this __ day of
      July, 2007, between nCoat, Inc., a Delaware corporation (“nCoat”), MCC,
      Inc., a Pennsylvania corporation (the “Company”) and Michael Novakovic,
      an individual residing in the State of Pennsylvania (the
“Stockholder”).  nCoat and the Company are sometimes hereafter
      referred to collectively as “Buyer”.

    


    RECITALS:

    


    A.         The
      Stockholder has acquired extensive knowledge of and experience in the business
      and/or operations of the Company through his status as a stockholder in the
      Company;

    


    B.         Concurrently
      herewith, nCoat, the Stockholder, and other stockholders of the Company, are
      entering into a Stock Purchase Agreement (the “Purchase Agreement”),
      pursuant to which nCoat is or has purchased one hundred percent (100%) of the
      issued and outstanding shares of common stock of the Company;

    


    C.         The
      parties to this Agreement acknowledge that the Stockholder has held a unique
      position with respect to the Company, and has been made privy to highly
      sensitive trade secrets and other confidential information of the Company,
      that
      the Stockholder in a unique and special manner has contributed significantly
      to
      the creation and maintenance of the good will of the Company, and that
      nondisclosure of confidential information and a period of noncompetition are,
      therefore, necessary to safeguard nCoat’s interests arising in connection with
      the transaction which is the subject of the Purchase Agreement; and

    


    D.         Buyer
      and the Stockholder desire to enter into a noncompetition agreement upon the
      terms and subject to the conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and agreements contained
      herein, the adequacy and sufficiency of which are hereby acknowledged by the
      Stockholder, the parties agree as follows:

    


    
      	
               

            	
              1.

            	
              Noncompetition.

            


    

    


    (a)        During
      the term commencing on the date of this Agreement and ending on the fifth
      (5th)
      anniversary of the date hereof:

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    (i)         the
      Stockholder will not, directly or indirectly, own, manage, operate, control,
      or
      participate in the ownership, management, operation or control of, or be
      associated as an officer, employee, consultant, agent, partner, or director
      with, or provide capital or other funding to enable a third party to engage
      in
      any state, province or country, any business whose products or services compete
      directly with products or services of Buyer (a “Restricted Business”);
      provided, however, that nothing herein will be deemed to preclude the
      Stockholder from owning up to one percent (1%) of the outstanding voting stock
      of any publicly traded corporation whose shares are listed on a national stock
      exchange or listed on NASDAQ;

    


    (ii)        the
      Stockholder will not, directly or indirectly, solicit, divert, entice away or in any
      other
      manner persuade, or attempt to do any of the foregoing, with respect to any
      actual or prospective customer of Buyer to become a customer
      of
      Stockholders or any third
      party engaged in a Restricted Business or for any other transaction or
      business opportunity except in respect of Buyer; and

    


    (iii)       
      the Stockholder will not, solicit, directly or indirectly, any employee or
      independent contractor of Buyer to leave such employment; provided, however
      that
      nothing herein will be deemed to preclude the Stockholder from hiring any such
      employee pursuant to a response to a general solicitation for
      employees.

    


    (b)        If
      any restriction against engaging in a competitive activity contained in this
      Section 1 is determined by any court of competent jurisdiction to be
      unenforceable by reason of its extending for too great a period of time or
      over
      too great a geographical area or by reason of its being too extensive in any
      other respect, it will be interpreted to extend only over the maximum period
      of
      time for which it may be enforceable, over the maximum geographical area as
      to
      which it may be enforceable and to the maximum extent in all other respects
      as
      to which it may be enforceable, all as determined by such court in such
      action.

    


    
      	
               

            	
              2.

            	
              Unauthorized
                Disclosure.

            


    

    


    (a)        The
      Stockholder will not, without the prior written consent of the Chief Executive
      Officer of nCoat, disclose to any person other than as required by law or court
      order, any confidential information obtained by the Stockholder concerning
      Buyer
      or any Affiliate (as defined below) of Buyer before or during the term of this
      Agreement, or any confidential information concerning any third party obtained
      by the Stockholder in the course of his service as a director, officer, employee
      or consultant of the Buyer or any Affiliate including, but not limited to,
      such
      information with respect to any products, improvements, processes, services,
      formulas, customers, suppliers, vendors, marketing techniques, methods, future
      plans, operating practices, financial statements, results or information
      (“Confidential Information”).  Confidential Information will
      not include (i) any information known generally to the public or previously
      disclosed to the public (other than as a result of unauthorized disclosure
      by
      the Stockholder); or (ii) any information disclosed to the Stockholder by a
      third party without violating a legal duty owed to the Buyer or an
      Affiliate.

    


    


    
      
        
           

        

        
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    (b)        The
      Stockholder agrees that all documents, records, files, letters, disks,
      memoranda, reports, data, sketches, drawings, computer diskettes, compact discs,
      patents, patent pending, trade secrets, trademarks, copy rights, formulas,
      drawings, diagrams and other media, laboratory notebooks, program listings
      or
      other written, electronic, photographic or other tangible material (“Tangible
      Property”) containing Confidential Information, or any enhancements,
      inventions and/or modifications pertaining to or arising from the Tangible
      Property and/or Confidential Information during Stockholders employment with
      the
      Company, whether created by the Stockholder or others, which have or will come
      into the Stockholder’s custody or possession will be and are the exclusive
      property of the Company.  The Stockholder agrees that upon the request
      by Buyer the Stockholder will promptly deliver to Buyer all Tangible Property
      in
      the Stockholder’s possession or under the Stockholder’s control which contains
      Confidential Information.  The Stockholder will not retain or deliver
      to any third person a copy of such Tangible Property.

    


    (c)        The
      Stockholder agrees that the obligations not to disclose or use Confidential
      Information or Tangible Property of the types set forth in Subsection 2(a)
      or
      2(b) above also extend to such types of Confidential Information and Tangible
      Property of customers or suppliers to the Company or its Affiliates or other
      third parties who may have disclosed or entrusted the same to the Company or
      an
      Affiliate or to the Stockholder in the course of the operation of the business
      of the Company.

    


    (d)        The
      covenants set forth in this Section s will lapse six (6) years following the
      date of this Agreement.

    


    (e)        For
      purposes of this Agreement, the term “Affiliate” means any person or
      entity that controls, is controlled by, or is under common control with any
      other person.

    


    3.         Public
      Announcements.   The Stockholder agrees that he will not make
      or cause to be made any public statement, public announcement, or press release
      which is intended, or would reasonably be expected, to disparage Buyer or the
      transactions contemplated by the Purchase Agreement.

    


    4.         Injunctive
      Relief.   The Stockholder acknowledges that a breach of a
      covenant or restriction contained in Section 2 or 3 hereof will cause
      irreparable damage to Buyer, the exact amount of which will be difficult to
      ascertain, and that any remedy at law for any such breach will be
      inadequate.  Accordingly, the Stockholder agrees that if the
      Stockholder breaches any covenant or restriction contained in Section 2 or
      3
      hereof, then Buyer will be entitled to injunctive relief, without posting bond
      or other security, in addition to any and all other remedies available to Buyer
      at law or in equity.

    


    5.         Successors;
      Binding Agreement.   This Agreement will inure to the benefit
      of and be enforceable by the Stockholder and by the Stockholder’s personal or
      legal representatives, executors, administrators, heirs, distributees, and
      devisees, and by Buyer and its successors and assigns.

    


    


    
      
        
           

        

        
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    6.          Notices.   All
      notices and other communications required or permitted under this Agreement
      will
      be in writing and will be deemed to have been duly given when personally
      delivered, when delivered by facsimile or electronic mail or by courier or
      overnight express service or five days after having been sent by certified
      or
      registered mail, postage prepaid, addressed: (a) if to the Stockholder, Michael
      Novakovic, 113 North Spring Mill Road, Villanova, Pennsylvania 19085; to
      nCoat, nCoat, Inc., 7237 Pace Drive, P.O. Box 189, Whitsett, NC 27377, with
      a
      copy to Jeffrey M. Jones, Durham Jones & Pinegar, 111 East Broadway, Suite
      900, Salt Lake City, Utah 84111, Fax: (801) 415-3500; to the Company, MCC,
      Inc.,
      100 Ross Road, King of Prussia, Pennsylvania  19406,
      Attn:  President, Facsimile No.:  (610) 265-0110 or (b) to
      such other address as any party may have furnished to the other parties in
      writing in accordance herewith, except that notices of change of address will
      be
      effective only upon receipt.

    


    7.          Governing
      Law; Validity.   The interpretation, construction and
      performance of this Agreement will be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Delaware without regard to
      principles of conflicts of laws.  The invalidity or unenforceability
      of any provision of this Agreement will not affect the validity or
      enforceability of any other provisions of this Agreement, which other provisions
      will remain in full force and effect.

    


    8.          Counterparts;
      Fax Signatures.   This Agreement may be executed in two or
      more counterparts, each of which will be deemed to be an original and all of
      which together will constitute one and the same
      instrument.  Signatures transmitted via facsimile transmission will
      constitute original signatures.

    


    9.          Litigation
      Expenses.  If any action, suit, or proceeding is brought by a
      party hereto with respect to a matter or matters covered by this Agreement,
      all
      costs and expenses of the prevailing party incident to such proceeding,
      including reasonable attorney's fees, will be paid by the other
      party.

    


    10.        Miscellaneous.   No
      provision of this Agreement may be modified or waived unless such modification
      or waiver is agreed to in writing and executed by the Stockholder and by a
      duly
      authorized officer of Buyer.  No waiver by any party hereto at any
      time of any breach by another party hereto of, or failure to comply with, any
      condition or provision of this Agreement to be performed or complied with by
      such other party will be deemed a waiver of any similar or dissimilar conditions
      or provisions at the same or at any prior or subsequent time.  Failure
      by the Stockholder or Buyer to insist upon strict compliance with any provisions
      of this Agreement or to assert any right which the Stockholder or Buyer may
      have
      hereunder will not be deemed to be a waiver of such provision or right or any
      other provision of or right under this Agreement.

    


    


    


    


    


    
      
        
           

        

        
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    IN
      WITNESS WHEREOF, Buyer has caused this Agreement to be executed by its duly
      authorized officer, and the Stockholder has executed this Agreement, effective
      as of the day and year first above written.

    


    nCoat:

    


    nCoat,
      Inc.

    


         
      /s/                                                          


    Paul
      S.
      Clayson, Chief Executive Officer

    


    The
      Company:

    


    MCC,
      Inc.

    


         
      /s/                                                          


    Michael
      Novakovic, Chief Executive Officer

    


    


    Stockholder:

    


    Michael
      Novakovic

    


         
      /s/                                                          


    Signature

    


    


    


    


    


     

     

     

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