Exhibit 10.6
NON-COMPETITION AGREEMENT
EXECUTION COPY
NON-COMPETITION AGREEMENT
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This NON-COMPETITION AGREEMENT is dated as of August 2, 1999 (this
"AGREEMENT"), between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., a Delaware corporation ("NB INC."),
on its behalf and on behalf of its subsidiaries and affiliates (collectively
with NB Inc., and its and their predecessors and successors, the "FIRM"), and
the individuals listed on Schedule I hereto (each, a "PRINCIPAL"). Capitalized
terms used herein without definition have their respective meanings set forth in
Article II of this Agreement.
W I T N E S S E T H :
WHEREAS, each Principal is a party to the Plan of Merger and Exchange
Agreement, dated as of the date hereof, pursuant to which (I) all of the members
(including each Principal) of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Delaware limited
liability company ("NB LLC"), will contribute their respective interests in NB
LLC to NB Inc. in exchange for shares of common stock, par value $.01 (the
"COMMON STOCK"), of NB Inc. (the "EXCHANGE") and (II) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc.,
a wholly-owned direct subsidiary of NB Inc., will merge into ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Management Inc., a New York corporation ("NBMI"), with the Principals, as
shareholders of NBMI, to receive shares of the Common Stock (the "MERGER");
WHEREAS, as a result of the Exchange and Merger, the former members
of NB LLC and shareholders of NBMI will own all of the issued and outstanding
Common Stock;
WHEREAS, the Principals have been employees of NB LLC or NBMI, and
the Principals and NB Inc. desire to enter into certain agreements with respect
to their continued or terminated employment by the Firm; and
WHEREAS, in connection with each Principal's continued or terminated
employment with the Firm, the Principals have agreed to enter into an agreement
with NB Inc., on its behalf and on behalf of its subsidiaries and affiliates, in
respect of certain obligations, INTER ALIA, not to engage in competitive
activities and to cooperate with the Firm in maintaining certain relationships
following the termination of the Principals' employment.
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Principal and the Firm agree as follows:
ARTICLE I
NON-COMPETITION;
TRANSFER OF CLIENT RELATIONSHIPS
Section 1.1 NON-COMPETITION. In view of each Principal's importance
to the Firm, each Principal hereby agrees that the Firm would likely suffer
significant harm from such Principal's competing with the Firm during such
Principal's Employment Period (as defined in the employment agreement between
the Principal and NB Inc., dated the date hereof (the "EMPLOYMENT AGREEMENT"))
and for some period of time thereafter or, if such Principal has separated or
will separate from the Firm on or prior to the date of consummation of the
initial public offering of the common stock of NB Inc. (the "IPO DATE"), for
some time after the IPO Date. Accordingly, each Principal hereby agrees that
such Principal will not, without the written consent of NB Inc., during the
Employment Period, if any, and for three-year period following the Date of
Termination, directly or indirectly, either individually or as an owner,
partner, agent, employee, consultant or otherwise:
(a) form, or acquire a 5% or greater equity ownership, voting
or profit participation interest in, any Competitive Enterprise; or
(b) associate (including, but not limited to, association as
an officer, employee, partner, director, consultant, agent or advisor)
with any Competitive Enterprise and in connection with such association
engage in, or directly or indirectly manage or supervise personnel
engaged in, any activity (1) which is similar or substantially related
to any activity in which such Principal was engaged, in whole or in
part, at the Firm, (2) for which such Principal had direct or indirect
managerial or supervisory responsibility at the Firm, or (3) which
calls for the application of the same or similar specialized knowledge
or skills as those utilized by such Principal in such Principal's
activities with the Firm, at any time during the one-year period
immediately prior to the Date of Termination (or, in the case of an
action taken during the Employment Period, during the one-year period
immediately prior to such action), and, in any such case, irrespective
of the purpose of the activity or whether the activity is or was in
furtherance of advisory, agency, proprietary or fiduciary business of
either the Firm or the Competitive Enterprise (by way of example only,
this provision precludes an
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investment manager or research analyst from joining a hedge fund,
without the written consent of NB Inc.);
PROVIDED that the restriction imposed by this Section 1.1 to any Principal whose
employment with the Firm has been terminated by the Firm other than for Cause.
Each Principal understands that the provisions of this Section 1.1 may limit
such Principal's ability to earn a livelihood in a business similar to the
business of the Firm.
Section 1.2 TRANSFER OF CLIENT RELATIONSHIPS. Each Principal hereby
agrees to take all actions and do all such things (before of after the Date of
Termination) as may be reasonably requested by the Firm from time to time prior
to such Principal's Date of Termination, or during the ninety day period
thereafter, to maintain for the Firm the business, goodwill, and business
relationships with any of the Firm's Clients with whom such Principal worked
during the term of such Principal's employment.
ARTICLE II
DEFINITIONS
For purposes of this Agreement, the following terms shall have the
following meanings:
"Cause" has the meaning given in the Stockholders Agreement, dated as
of the date hereof, among NB Inc. and the individuals listed therein, as in
effect from time to time.
"Competitive Enterprise" means a business enterprise that (1) engages
in any activity, or (2) owns or controls a significant interest in any entity
that engages in any activity, that, in either case, competes anywhere with any
activity in which the Firm is engaged. The activities covered by the previous
sentence include, without limitation, investment advisory and broker-dealer
services such as investment advisory services; private investing (for anyone
other than the Principal and members of the Principal's family); asset or hedge
fund management or sales; mutual fund management, sales or administration; trust
company services; prime brokerage; or securities brokerage, sales, securities
lending, custody, clearance, settlement or trading.
"Date of Termination" means, with respect to each Principal, such
Principal's Date of Termination (as defined in the Employment Agreement) or, if
such Principal is not a party to an Employment Agreement, the IPO Date.
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ARTICLE III
MISCELLANEOUS
Section 3.1 NOTICES. (a) All notices, requests, demands, waivers and
other communications to be given by any party hereunder shall be in writing and
shall be (I) mailed by first-class, registered or certified mail, postage
prepaid, (II) sent by hand delivery or reputable overnight delivery service or
(III) transmitted by telecopy (provided that a copy is also sent by reputable
overnight delivery service) addressed, in the case of any Principal, to him or
her at the last address in the Firm's employment records, or, in the case of NB
Inc., to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTENTION:
Secretary, or, in each case, to such other address as may be specified in
writing to the other parties hereto.
(b) All such notices, requests, demands, waivers and other
communications shall be deemed to have been given and received (I) if by
personal delivery or telecopy, on the day of such delivery, (II) if by
first-class, registered or certified mail, on the fifth Business Day after the
mailing thereof or (III) if by reputable overnight delivery service, on the day
delivered.
Section 3.2 TERM OF THE AGREEMENT. This Agreement shall become
effective on the IPO Date and shall terminate on the earlier to occur of (I) the
first date on which there are no Principal who remains bound by its terms and
(II) the date on which NB Inc. and all Principals who are then bound by its
terms agree to terminate this Agreement.
Section 3.3 AMENDMENTS; WAIVERS. (a) This Agreement may be amended or
modified, and any provision in this Agreement may be waived, if such amendment,
modification or waiver is approved by the Board of Directors, PROVIDED that any
amendment that would materially adversely affect any Principal (other than an
amendment that, in the good faith judgment of the Board of Directors, is
intended to cure any ambiguity or correct or supplement any provisions of this
Agreement that may be incomplete or inconsistent with any other provision
contained herein) must be approved by such Principal as of the date of such
amendment or modification.
(b) The failure of any party at any time or times to require
performance of any provision of this Agreement shall in no manner affect the
rights at a later time to enforce the same. No waiver by any party of the breach
of any term contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such breach or the breach of any other term of this
Agreement.
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Section 3.4 DISINTERESTED BOARD MEMBERS TO MAKE DETERMINATIONS. In the
event that any Principal breaches his or her obligations under this Agreement,
then the Board of Directors (or any such committee as the Board of Directors may
designate) shall have the exclusive right to make (on behalf of the Firm) any
and all determinations that may be necessary or appropriate under this
Agreement, including without limitation, determinations relating to the exercise
and enforcement of remedies hereunder. If such Principal is a member of the
Board of Directors (or such committee) at the time such breach, such Principal
must refrain from exercising his or her vote at meetings of the Board of
Directors (or such committee) and general meetings of NB Inc. to give effect to
this Section 3.4.
Section 3.5 SEVERABILITY. If the final determination of a court of
competent jurisdiction declares, after the expiration of the time within which
judicial review (if permitted) of such determination may be perfected, that any
term or provision hereof is invalid or unenforceable, (A) the remaining terms
and provisions hereof shall be unimpaired and (B) the invalid or unenforceable
term or provision shall be deemed replaced by a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision.
Section 3.6 REPRESENTATIVES, SUCCESSORS AND ASSIGNS. This Agreement
shall be binding upon and inure to the benefit of the respective parties hereto
and their respective legatees, legal representatives, successors and assigns;
PROVIDED no Principal may assign, delegate or otherwise transfer any of his or
her rights or obligations under this Agreement except with the written consent
of the Board of Directors.
Section 3.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO THE CONFLICT OF LAWS PRINCIPLES OR RULES THEREOF).
Section 3.8 SPECIFIC PERFORMANCE. Each Principal acknowledges that it
will be impossible to measure in money the damage to the Firm if such Principal
fails to comply with the provisions of this Agreement and agrees that in the
event of any such failure the Firm will not have an adequate remedy at law. Each
Principal further acknowledges that a violation of this Agreement would cause
irreparable damage to the Firm. Therefore, the Firm, in addition to all of the
other remedies which may be available, shall have the right to equitable relief,
including, without limitation, the right to enforce specifically the provisions
of this Agreement by obtaining injunctive relief against any actual or
threatened violation thereof, or otherwise. All claims for specific performance
of one or more provisions of this Agreement shall be resolved exclusively by
litigation before a court of competent jurisdiction located in the State of New
York.
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Section 3.9 ARBITRATION. Except for claims for specific performance
brought in accordance with Section 3.8, any dispute, controversy or claim
between the Principal and the Firm, arising out of or relating to or concerning
the provisions of this Agreement, each Principal's employment with the Firm or
otherwise concerning any rights, obligations or other aspects of such
Principal's employment relationship in respect of the Firm, shall be submitted:
(a) to the New York Stock Exchange (the "NYSE") to be heard
and decided under the terms of this Agreement and the then applicable
rules of the NYSE or, if those rules as interpreted by the NYSE do not
permit the disputes, differences and controversies to be submitted to
the NYSE for arbitration; then
(b) to the American Stock Exchange (the "AMEX") in New York,
New York, to be heard and decided under the terms of this Agreement and
the then applicable rules of the AMEX or, if those rules as interpreted
by the AMEX do not permit the disputes, differences and controversies
to be submitted to the AMEX for arbitration; then
(c) to the National Association of Securities Dealers (the
"NASD") in New York, New York, to be heard and decided under the terms
of this Agreement and the then applicable rules of the NASD or, if the
disputes, differences and controversies are not eligible for submission
to the NASD for arbitration under those rules as interpreted by the
NASD; then
(d) to the American Arbitration Association in New York, New
York;
to be heard and decided under the terms of this Agreement and in accordance with
the then applicable rules of the hearing body by a panel of three arbitrators
(unless the rules of the hearing body shall require a different number of
arbitrators) chosen in accordance with the then applicable rules of the hearing
body. The decision of the arbitrators shall be final and binding upon the
parties, and an order may be entered upon the award of the arbitrators in any
court of competent jurisdiction.
Section 3.10 SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. Each
Principal, hereby irrevocably waives (A) any objection, and agrees not to
assert, as a defense in any arbitration or legal or equitable action, suit or
proceeding against such Principal arising out of or relating to this Agreement
or any transaction contemplated hereby or the subject matter of any of the
foregoing, that (I) it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable before such arbitral body
or in said courts, (II) the venue thereof may not be appropriate and (III) the
internal laws of the State
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of New York do not govern the validity, interpretation or effect of this
Agreement, (B) any immunity from jurisdiction to which it might otherwise be
entitled in any such arbitration, action, suit or proceeding which may be
instituted before any state or federal court in the State of New York in
accordance with Section 3.8 or before any arbitral body in accordance with
Section 3.9 and (c) any immunity from the maintaining of an action against it to
enforce any judgment for money obtained in any such arbitration, action, suit or
proceeding and, to the extent permitted by applicable law, any immunity from
execution.
Section 3.11 FURTHER ASSURANCES. Each Principal agrees to execute
such additional documents and take such further action as may be requested by
the Firm to effect the provisions of this Agreement.
Section 3.12 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section 3.13 ENTIRE AGREEMENT. This Agreement, including the
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Non-Competition Agreement to be duly executed as of the date first above
written.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President, Chief Executive Officer
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The foregoing Non-Competition Agreement
is hereby agreed to by the undersigned
as of August 2, 1999.
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SCHEDULE I
Name and Address* of Principal
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* Unless otherwise indicated, the address of each Principal is c/o Neuberger
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Name and Address* of Principal
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2
Name and Address* of Principal
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3
