Exhibit 10.27
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the "Agreement") is entered
into and effective as of July 31, 2006 (the "Effective Date"), by and between
IT&E International Group, Inc. a Delaware corporation ("IT&E"), and Philip
Lavin, Ph.D., an individual ("Seller"), the Chief Executive Officer and majority
shareholder of Averion Inc., a Massachusetts corporation ("Averion"), with
respect to the following facts:
A.
Pursuant to that certain Agreement and Plan of Merger dated June
30, 2006, by and among IT&E, IT&E Merger Sub, Inc., IT&E Acquisition Co., Inc.
and Averion (the "Merger Agreement"), Averion shall merge with IT&E Merger Sub,
Inc.;
B.
Seller will benefit from the transactions contemplated by the
Merger Agreement;
C.
Seller has made business contacts through Averion and is otherwise
intimately familiar with, and knowledgeable about, the ongoing business of
Averion and Averion's confidential information;
D.
Seller acknowledges and agrees that the delivery of this Agreement
is a material inducement and closing condition for IT&E proceeding with and
consummating the transactions contemplated by the Merger Agreement; and
E.
Seller acknowledges and agrees that the purpose of this Agreement
is the protection of the legitimate business interests of IT&E, including,
without limitation, the goodwill of any and all IT&E Entities (as defined
below).
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by each signatory hereto, the parties hereto covenant and agree
as follows:
1.
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS
HAVE THE MEANINGS SPECIFIED OR REFERRED TO IN THIS SECTION.
1.1.
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION (INCLUDING, BY WAY OF
EXAMPLE ONLY AND WITHOUT LIMITATION, ANY NON-PROFIT CORPORATION), GENERAL OR
LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, JOINT VENTURE, ESTATE, TRUST,
ASSOCIATION, ORGANIZATION, LABOR UNION OR OTHER ENTITY OR GOVERNMENTAL BODY.
1.2.
"RELATED PERSON" MEANS (I) WITH RESPECT TO A SPECIFIED PERSON THAT
IS AN INDIVIDUAL, EACH OTHER MEMBER OF SUCH INDIVIDUAL'S FAMILY; AND (II) WITH
RESPECT TO A SPECIFIED PERSON OTHER THAN AN INDIVIDUAL, ANY PERSON THAT DIRECTLY
OR INDIRECTLY CONTROLS, IS DIRECTLY OR INDIRECTLY CONTROLLED BY OR IS DIRECTLY
OR INDIRECTLY UNDER COMMON CONTROL WITH SUCH SPECIFIED PERSON.
FOR PURPOSES OF
THIS DEFINITION, THE "FAMILY" OF AN INDIVIDUAL INCLUDES THE INDIVIDUAL, THE
INDIVIDUAL'S SPOUSE AND FORMER SPOUSES, ANY OTHER NATURAL PERSON WHO IS RELATED
TO THE INDIVIDUAL OR THE INDIVIDUAL'S SPOUSE WITHIN THE SECOND DEGREE AND ANY
OTHER NATURAL PERSON WHO RESIDES WITH SUCH INDIVIDUAL.
2.
NON-COMPETITION.
AS A MATERIAL INDUCEMENT FOR IT&E TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, SELLER AGREES THAT:
2.1.
DURING THE PERIOD SELLER MAINTAINS A BUSINESS RELATIONSHIP,
WHETHER AS AN EMPLOYEE, CONSULTANT OR OTHERWISE, WITH IT&E OR ANY SUBSIDIARY OR
CONTROLLED AFFILIATE OF IT&E (IT&E AND EACH OF ITS CONTROLLED AFFILIATES AND
SUBSIDIARIES SHALL BE REFERRED TO HEREIN INDIVIDUALLY AS AN "IT&E ENTITY," AND
COLLECTIVELY AS THE "IT&E ENTITIES"), AND FOR A PERIOD OF TWO (2) YEARS
THEREAFTER:
(A)
SELLER WILL NOT, DIRECTLY OR INDIRECTLY (THROUGH RELATED