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