{"id":40129,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-competition-agreement-thor-industries-inc-and-robert-e.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-competition-agreement-thor-industries-inc-and-robert-e","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-competition-agreement-thor-industries-inc-and-robert-e.html","title":{"rendered":"Non-Competition Agreement &#8211; Thor Industries Inc. and Robert E. Gaff Jr."},"content":{"rendered":"<pre>                            NON-COMPETITION AGREEMENT\n\n\n                THIS AGREEMENT (this \"Agreement\") is made and entered into as of\n                                      ---------\nNovember 9, 2001, by and between  ROBERT E. GAFF, JR.  (\"Shareholder\")  and THOR\n                                                         -----------\nINDUSTRIES, INC., a Delaware corporation (the \"Company\").\n                                               -------                   \n\n\n                                   BACKGROUND\n\n\n        A.      Prior to the  date  hereof,  Shareholder  was a  shareholder  of\nKeystone RV Company,  an Indiana  corporation (\"Old  Keystone\").  Pursuant to an\n                                                -------------\nAgreement  and  Plan of  Merger  dated  as of  November  9,  2001  (the  \"Merger\n                                                                          ------\nAgreement\"),  by and among the  Company,  Thor  Acquisition  Corp.,  a  Delaware\n---------\ncorporation  (\"Acquisition   Subsidiary\"),   Old  Keystone  and  certain  former\n               ------------------------\nsecurityholders  (including the  Shareholder) of Old Keystone,  Old Keystone was\nmerged with and into Acquisition Subsidiary,  with Acquisition Subsidiary as the\nsurviving corporation of the merger, and, accordingly, the corporation surviving\nthe merger (\"Keystone\") is now a wholly-owned subsidiary of the Company.\n             --------\n\n        B.      As a shareholder of Old Keystone, Shareholder made a significant\ncontribution to the growth, profitability and financial strength of Old Keystone\nand,  as  a  shareholder  of  Old  Keystone,  Shareholder  received  substantial\nconsideration consisting of cash and common stock of the Company pursuant to the\nMerger Agreement.\n\n        C.      Shareholder  acknowledges  that he is aware of the  Business (as\ndefined below) in which the Company is engaged,  which includes the  manufacture\nand  marketing  by Keystone of travel  trailers  and fifth wheel  vehicles;  and\nShareholder further  acknowledges that the business of Keystone is and will be a\nmaterial and significant  part of the Business;  that  Shareholder is one of the\nvery limited  number of persons who have  developed  the business of Keystone to\nits  present  condition  and who are  capable  of  carrying  out a  business  in\ncompetition  with the  Business;  that the  Business  is  national in scope (and\nincluding  Canada);  that  Shareholder's  work with  respect to the Business has\nbrought  him  and,  if  Shareholder  should  become  employed  by,  or  become a\nconsultant  to, the Company or any of its  subsidiaries,  will continue to bring\nhim,  into close  contact with  proprietary  and  confidential  information  and\naffairs of the Company and its subsidiaries that is not readily available to the\npublic; and that the Company will suffer substantial and irreparable harm in the\nevent  Shareholder   should  enter  into  competition  with,  or  give  material\nassistance  of any kind to any third  party that is in or proposes to enter into\ncompetition  with,  the  Company  or any of its  subsidiaries,  or in the  event\nShareholder  should disclose any of the proprietary or confidential  information\nor affairs of the Company or any of its subsidiaries to any third party.\n\n        D.      Accordingly, and as a substantial and material inducement to the\nCompany and  Acquisition  Subsidiary to enter into and perform their  respective\nobligations under the Merger Agreement, Shareholder has agreed to enter into and\n\n                                       1\n\n\nperform his  obligations  under this  Agreement,  it being  understood  that the\nCompany and  Acquisition  Subsidiary  would not have  entered  into or performed\ntheir  respective  obligations  under the Merger  Agreement  unless  Shareholder\nentered into and agreed to perform his obligations under this Agreement.\n\n                NOW,  THEREFORE,  in consideration of the foregoing premises and\nfor good, valuable and substantial consideration, the receipt and sufficiency of\nwhich are hereby acknowledged, the parties hereto agree as follows:\n\n        1.      Non-Competition and Non-Solicitation.\n                ------------------------------------\n\n                1.1     Definitions.  For purposes  hereof,  the following terms\n                        -----------\nshall have the meanings set forth below:\n                        \n\n                        (a)     \"Business\" shall mean any business, or aspect or\n                                 --------\n        segment  thereof,  in  which  the  Company  or any  of its  subsidiaries\n        (including  Keystone) is engaged as of the date hereof,  including,  but\n        not  limited to (i) the  manufacturing  and  marketing  of  recreational\n        vehicles (including,  but not limited to, motorized vehicles,  towables,\n        travel  trailers,  fifth  wheel  vehicles,  Class  A  vehicles,  Class C\n        vehicles,  campers,  park  models  and  cargo  trailers)  and  (ii)  the\n        manufacturing  and  marketing of buses  (including,  but not limited to,\n        small and mid-sized buses).\n\n                        (b)     \"Related  Business\" shall mean any business,  or\n                                 -----------------\n        aspect or segment thereof, other than the Business, in which the Company\n        or any of its  subsidiaries  may, at any time,  be engaged  (which shall\n        include any business the products of which are planned to be  introduced\n        within  eighteen (18) months of the time in  question),  the products of\n        which are or are  proposed to be marketed or  distributed  to  consumers\n        through dealers or other similar  channels of  distribution  (\"Dealers\")\n                                                                       -------\n        and which Dealers carry as a part of their  business the products of the\n        Company or any of its  subsidiaries  or products  which compete with the\n        products of the Company or any of its subsidiaries.\n\n                1.2     Covenant.    Shareholder  hereby agrees that  commencing\non the date hereof and continuing until the fifth (5th)  anniversary of the date\nhereof, he will not, directly or indirectly:\n\n                        (a)     engage,   whether  as  an   officer,   director,\n        consultant, agent, employee, partner, member, shareholder,  participant,\n        owner, lender,  guarantor,  investor or otherwise,  or provide any other\n        material  assistance to any other person (whether or not for profit), in\n        or with  respect to ((i) any aspect or segment of the  Business  or (ii)\n        any aspect or segment of any Related  Business,  in either case anywhere\n        in the  United  States or Canada,  or in any other  country in which the\n        Company or any of its  subsidiaries  is engaged at such time  (provided,\n                                                                       --------\n        however, that the foregoing shall not preclude (x) equity investments by\n        -------\n        Shareholder in publicly traded  companies in which  Shareholder does not\n        own more than one percent  (1%) of the  outstanding  equity and does not\n        actively participate in the business in which such investment is made or\n        (y)  investments  by Shareholder  in  publicly-traded  securities of the\n        Company);\n\n                        (b)     interfere with,  disrupt, or attempt to disrupt,\n        any  present or  prospective  relationship,  contractual  or  otherwise,\n        between the Company or any of its subsidiaries  (including Keystone) and\n\n                                       2\n\n\n        any  vendor,  supplier,   dealer,   distributor,   customer,   employee,\n        consultant or other person having business  dealings with the Company or\n        any of its subsidiaries (including Keystone); or\n\n                        (c)     employ or solicit the  employment  or engagement\n        by others of any  employee  or  consultant  of the Company or any of its\n        subsidiaries  (including Keystone), or any former employee or consultant\n        of the Company or any of its  subsidiaries  (including  Keystone)  for a\n        period of one (1) year after any such person is no longer an employee or\n        consultant  of  the  Company  or  any  of  its  subsidiaries  (including\n        Keystone), other than any such persons who are not key employees and who\n        respond to general  solicitations  for employment placed in publications\n        of general distribution.\n\n                1.3     Reasonableness.   Shareholder   acknowledges   that  the\n                        --------------\nrestricted  period of time and  geographical  area and scope of the restrictions\nunder Section 1.2 hereof are  reasonable,  in view of the nature of the business\nin  which  the  Company  and its  subsidiaries  are  engaged  and  Shareholder's\nknowledge  of the  Company's  business,  and the  fact  that  Shareholder,  as a\nshareholder of Old Keystone, has received substantial  consideration  consisting\nof cash and common stock of the Company pursuant to the Merger Agreement.\n\n        2.      Nondisclosure.\n                -------------\n\n                Except  with the prior  written  consent of the  Company in each\ninstance or, if  Shareholder  should become  employed by, or become a consultant\nto,  the  Company or any of its  subsidiaries,  as may be  necessary  to perform\nservices on behalf of the  Company or its  subsidiaries,  Shareholder  shall not\ndisclose,  use, publish, or in any other manner reveal,  directly or indirectly,\nat any  time  during  or  after  the term of this  Agreement,  any  confidential\ninformation  relating  to the Company or any  subsidiary  or  affiliate  thereof\nacquired  by him prior to the date  hereof or during the course of, or  incident\nto, any services  Shareholder  hereafter may perform on behalf of the Company or\nany of its subsidiaries.  Such confidential information shall include, but shall\nnot be  limited  to,  information  relating  to (a)  the  business,  operations,\nsystems,  services,  know-how, trade secrets,  customer lists, pricing policies,\noperational methods, market plans, product development plans, acquisition plans,\nproducts and product ideas, design and design projects,  inventions and research\nprojects  and  all  other  plans  and  processes  of the  Company  or any of its\nsubsidiaries, and (b) the business, operations, personnel, activities, financial\naffairs,   and  other  information  relating  to  the  Company  or  any  of  its\nsubsidiaries  and its  vendors,  suppliers,  dealers,  distributors,  customers,\nemployees,  consultants,  officers,  directors,  stockholders  and other persons\nhaving  business  dealings with the Company or any of its  subsidiaries.  In the\nevent Shareholder is required (by oral questions, interrogatories,  requests for\ninformation or documents in legal proceedings,  subpoenas,  civil  investigative\ndemand or  similar  process)  to  disclose  any such  confidential  information,\nShareholder  shall  provide  the  Company  with  prompt  written  notice of such\nrequirement so that the Company may seek a protective order or other appropriate\nremedy and\/or waive  compliance with the provisions of this Section.  If, in the\nabsence of such a protective order or other remedy or receipt of a waiver by the\nCompany,  Shareholder  is  nonetheless  advised by his legal  counsel that he is\nlegally  compelled to disclose such confidential  information,  Shareholder may,\nwithout  liability  hereunder,  disclose only that portion of such  confidential\ninformation  which such  counsel  advises is legally  required to be  disclosed,\nprovided  that the  Shareholder  exercises  his best  efforts  to  preserve  the\n\n                                       3\n\n\nconfidentiality  of  the  information,   including,   without   limitation,   by\ncooperating, at the Company's expense, with the Company to obtain an appropriate\nprotective order or other reliable assurance that confidential treatment will be\naccorded the confidential information.\n\n        3.      Proprietary Information.\n                -----------------------\n\n                Shareholder  shall promptly disclose to the Company in such form\nand manner as the Company may reasonably  require (a) all  operations,  systems,\nservices,   methods,   developments,   inventions,   products,   product  ideas,\nimprovements  and  other  information  or data  pertaining  to the  business  or\nactivities of the Company or its  subsidiaries  (which shall include,  for these\npurposes,  Keystone  and Old  Keystone)  as  have  been  conceived,  originated,\ndiscovered or developed by Shareholder  (whether or not  copyrighted or patented\nor capable of being  copyrighted  or patented)  prior to the date hereof and, if\nShareholder  should remain employed with, or become a consultant to, the Company\nor any of its subsidiaries, during the term of any such employment or consulting\narrangement,  and (b) such  information  and data  pertaining  to the  business,\noperations,  personnel,  activities,  financial  affairs,  and other information\nrelating to the Company or any of its subsidiaries  and its vendors,  suppliers,\ndealers,  distributors,  customers,  employees,  consultants  and other  persons\nhaving business  dealings with the Company or any of its  subsidiaries as may be\nreasonably  required for the Company or any of its  subsidiaries  to operate its\nbusiness.  It is understood  that such  information is proprietary in nature and\nshall (as  between the Company and  Shareholder)  be for the  exclusive  use and\nbenefit of the  Company or any of its  subsidiaries  and shall be and remain the\nproperty  of the  Company or any of its  subsidiaries.  If so  requested  by the\nCompany,  Shareholder  shall  execute  and  deliver to the Company or any of its\nsubsidiaries any instrument as the Company may reasonably  request to effectuate\nthe assignment of any such proprietary  information to the Company or any of its\nsubsidiaries.  At any  time,  and from  time to time,  upon the  request  of the\nCompany,  Shareholder  shall  deliver to the Company  (and shall not keep in his\npossession,  recreate or deliver to anyone  other than the  Company) any and all\ndevices,  records,  data,  notes,  reports,  proposals,  lists,  correspondence,\nspecifications,  drawings,  blueprints,  sketches,  materials,  equipment, other\ndocuments  or property,  together  with all copies  thereof (in whatever  medium\nrecorded) relating to such proprietary  information and belonging to the Company\nor any of its subsidiaries or their respective successors or assigns.\n\n        4.      Enforcement; \"Blue-Pencil\" Authorization.\n                ----------------------------------------\n\n                Shareholder intends to, and does hereby,  confer jurisdiction to\nenforce the  covenants  contained in this  Agreement  upon the courts of (i) any\njurisdiction within the State of Indiana or (ii) if Shareholder is alleged to be\ncommitting,  or threatening  to commit,  a breach of this Agreement in any other\njurisdiction, then in any other jurisdiction in which such alleged breach takes,\nor is threatened to take,  place.  If any provision of this Agreement is held to\nbe unenforceable  because of the duration thereof or the area covered thereby or\nthe scope  thereof,  or  otherwise,  the parties agree that the court making the\ndetermination shall have the power to reduce the duration and\/or the area and\/or\nthe scope of such provision,  or to delete specific words or phrases, and in its\nreduced form such  provision  shall then be  enforceable  and be enforced to the\nfullest  extent  permitted  by  law.  If the  courts  of any one or more of such\njurisdictions shall hold such covenants wholly unenforceable against Shareholder\nby reason of the duration  thereof  and\/or the area covered  thereby  and\/or the\nscope  thereof,  or otherwise,  such  determination  shall not bar or in any way\n\n                                       4\n\n\naffect the right of the Company to the relief  provided  herein in the courts of\nany other  jurisdiction  in which such  covenants  may be  enforced  as provided\nherein, as to breaches of such covenants in such other respective jurisdictions,\nthe above covenants as they relate to each jurisdiction being, for this purpose,\nseverable  into  diverse  and  independent  covenants  and,  further,  any  such\ndetermination  shall not bar or in any way  affect  the right of the  Company to\nenforce any of the  covenants  or similar  covenants  by which any other  former\nsecurityholder  of Old  Keystone  is subject  pursuant to the terms of any other\nnon-competition  agreement entered into in connection with the Merger Agreement.\nIt is the intention of the parties  hereto that the covenants  contained in this\nAgreement  shall at all times be enforceable to the fullest extent  permitted by\nlaw, and that any court making the  determination as to the enforceablity of any\nsuch covenants be authorized as provided  herein to enforce this  Agreement,  or\nsuch part hereof, in order to effectuate the intention of the parties,  it being\nagreed that the compliance by Shareholder  with the covenants  contained in this\nAgreement was a substantial and material inducement to the Company's decision to\nenter  into  the  Merger  Agreement  and to  pay  substantial  consideration  to\nShareholder pursuant to the Merger Agreement.\n\n        5.      Remedies for Certain Breaches.\n                -----------------------------\n\n                If  Shareholder  commits  a  breach,  or  threatens  to commit a\nbreach,  of any of the provisions of this Agreement,  the Company shall have the\nfollowing  rights  and  remedies,  each of which  rights and  remedies  shall be\nindependent of the others, and shall be severally enforceable,  and all of which\nrights  and  remedies  shall be in  addition  to,  and not in lieu of, any other\nrights and remedies available under law or in equity to the Company:\n\n                        (a)     the right and remedy to have the  provisions  of\n        this  Agreement  enforced  by any  court of  competent  jurisdiction  by\n        injunction,  restraining order,  specific performance or other equitable\n        relief  in favor of the  Company  or any of its  subsidiaries,  it being\n        acknowledged  and agreed  that any breach or  threatened  breach of this\n        Agreement by Shareholder  will cause  irreparable  injury to the Company\n        and that  money  damages  will not  provide  an  adequate  remedy to the\n        Company; and\n\n                        (b)     the right and remedy to require  Shareholder  to\n        account  for and pay  over to the  Company  all  compensation,  profits,\n        monies,   accruals,   increments   or  other   benefits   (collectively,\n        \"Benefits\")  derived or  received  by  Shareholder  as the result of any\n        transaction  constituting  a  breach  of any of the  provisions  of this\n        Agreement and Shareholder  hereby agrees to account  accurately for such\n        Benefits and pay over all such Benefits to the Company.\n\n        6.      Absence of Restrictions.\n                -----------------------\n\n                No provision of this  Agreement  shall be deemed to restrict the\nabsolute  right of the Company at any time to sell or dispose of all or any part\nof the assets of the  Company,  or to  reconstitute  the same in any one or more\nother entities, or to merge, consolidate, sell or liquidate or otherwise abandon\nor cease the active conduct of its or any of its subsidiaries' business.\n\n                                       5\n\n\n        7.      Notices.\n                -------\n\n                Any notice  required or permitted  under this Agreement shall be\ngiven in writing and shall be deemed effectively given upon personal delivery to\nthe  party  to be  notified,  on the  next  business  day  after  delivery  to a\nnationally   recognized  overnight  courier  service,  when  sent  by  confirmed\nfacsimile if sent during normal business hours of the recipient, or if not, then\non the next business day, or five days after deposit with the United States Post\nOffice, by registered or certified mail,  postage prepaid,  and addressed to the\nparty to be notified at the address or facsimile number indicated below for such\nparty,  or at such other address as such party may designate upon written notice\nto the other  parties  (except that notice of change of address  shall be deemed\ngiven upon receipt).  Telephone numbers and e-mail addresses are provided herein\nfor  convenience  only,  and  communications  by such means shall not constitute\neffective notice hereunder.\n\n                (a)        In the case of the Company:\n\n                           Thor Industries, Inc.\n                           419 West Pike Street\n                           Jackson Center, Ohio  45334\n                           Attn:  President\n                           Facsimile:       937-596-6539\n                           Telephone:       937-596-6849\n\n                           With a copy to:\n\n                           Akin, Gump, Strauss, Hauer &amp; Feld, L.L.P.\n                           590 Madison Avenue\n                           New York, New York  10022\n                           Attn:  Alan Siegel\n                                     Steven H. Scheinman\n                           Facsimile:       212-872-1002\n                           Telephone: 212-872-1000\n                           E-mail:    asiegel@akingump.com\n                                      sscheinman@akingump.com\n\n                (b)       In  the  case  of  Shareholder,   at  the  address  of\nShareholder set forth on the signature page hereto.\n\n        8.      Miscellaneous.\n                -------------\n\n                8.1     Entire Agreement.   This  Agreement,  together  with the\n                        ----------------\nMerger Agreement,  constitutes the entire agreement between  Shareholder and the\nCompany  with  respect to the subject  matter  hereof and  supersedes  all prior\nagreements  and  understandings,  written or oral,  with  respect to the subject\nmatter hereof.\n\n                8.2     Amendments and Waivers.   Any term of this Agreement may\n                        ----------------------\nbe  amended  and the  observance  of any term of this  Agreement  may be  waived\n(either  generally  or in a  particular  instance  and either  retroactively  or\nprospectively), only by an instrument in writing and signed by the party against\n\n                                       6\n\n\nwhom such  amendment  or waiver is  sought  to be  enforced.  The  waiver by the\nCompany of a breach of any provision of this  Agreement  shall not operate or be\nconstrued as a further or continuing waiver of such breach or as a waiver of any\nother or subsequent  breach.  No failure on the part of the Company to exercise,\nand no delay in exercising,  any right,  power or remedy hereunder shall operate\nas a waiver  thereof,  nor shall any single or partial  exercise  of such right,\npower or remedy by the Company,  preclude any other or further  exercise thereof\nor the exercise of any other right, power or remedy.\n\n        8.3     Successors and Assigns.   The  Company  shall  have the right to\n                ----------------------\nassign  its  rights  under  this  Agreement  in  connection  with  any  sale  or\ndisposition of all or  substantially  all of the assets of the Company or any of\nits  subsidiaries  or any merger or  consolidation  by the Company or any of its\nsubsidiaries.  This Agreement shall inure to the benefit of, and be binding upon\n(a) the parties hereto,  (b) the heirs,  administrators,  executors and personal\nrepresentatives  of  Shareholder  and  (c) the  successors  and  assigns  of the\nCompany.\n\n        8.4     Governing Law.   This  Agreement,  including the validity hereof\n                -------------\nand the rights and obligations of the parties hereunder,  and all amendments and\nsupplements hereof and all waivers and consents hereunder, shall be construed in\naccordance  with and governed by the domestic  substantive  laws of the State of\nIndiana without giving effect to any choice of law or conflicts of law provision\nor rule that would cause the application of the domestic substantive laws of any\nother jurisdiction.\n\n        8.5     Severability.   If any  provisions of this  Agreement as applied\n                ------------\nto any circumstance shall be adjudged by a court to be invalid or unenforceable,\nthe same shall in no way  affect  any other  provision  of this  Agreement,  the\napplication  of such  provision  in any other  circumstances  or the validity or\nenforceability of this Agreement.\n\n        8.6     Captions; Certain References.   The headings  and captions  used\n                ----------------------------\nin this Agreement are used for convenience  only and are not to be considered in\nconstruing or interpreting this Agreement. Whenever the context may require, any\npronoun  used in this  Agreement  shall  include  the  corresponding  masculine,\nfeminine or neuter  forms,  and the singular  form of nouns,  pronouns and verbs\nshall  include  the plural  and vice  versa.  The terms  \"herein\",  \"hereof\"  or\n\"hereunder\"  or similar  terms as used in this  Agreement  refer to this  entire\nAgreement and not to the particular  provision in which the term is used. Unless\notherwise  stated,  all  references  herein  to  Section,  subsections  or other\nprovision are references to Sections,  subsections  or other  provisions of this\nAgreement. All references to the term \"business day\" shall mean any day on which\nbanks in New York or Indiana are not required or permitted to be closed.\n\n        8.7     Counterparts.   This Agreement may be executed in  counterparts,\n                ------------\neach of which  shall be  deemed an  original,  but all of which  together  shall\nconstitute one and the same instrument.\n\n        8.8     Capacity.    Shareholder represents and warrants that he has all\n                --------\nright,  power and capacity  required by law to enter into and fully  perform his\nobligations under this Agreement.  Shareholder  further  represents and warrants\nthat he and his legal counsel have adequate  information  regarding the terms of\n\n                                       7\n\n\nthis Agreement,  the scope and effect of the covenants contained herein, and all\nother  matters   encompassed  by  this  Agreement,   to  make  an  informed  and\nknowledgeable decision with regard to entering into this Agreement,  and that he\nhas  independently  and without  reliance upon the Company made his own analysis\nand decision to enter into this Agreement.\n\n        8.9     No Conflicting Obligation.   Shareholder represents and warrants\n                -------------------------\nthat the terms of this  Agreement  do not and will not breach any  agreement  or\nother  obligation to keep any information  acquired by Shareholder in confidence\nor in trust. Shareholder further represents and warrants that he has not entered\ninto, and agrees that he will not enter into, any agreement or other  obligation\n(written or oral) that is in conflict with this Agreement.\n\n        8.10    Consent to Jurisdiction and Service of Process. Shareholder, for\n                ----------------------------------------------\nhimself,  his personal  representatives,  legatees,  heirs and  assigns,  hereby\nconsents  to the  personal  jurisdiction  of any of the state or federal  courts\ndescribed in Section 4, each as may have competent jurisdiction, with respect to\nany dispute or  controversy  arising under or in connection  with this Agreement\nand agrees that process  issued out of any such court or in accordance  with the\nrules  of  practice  of such  court  may be  served  by mail  or  other  form of\nsubstituted  service to Shareholder at the address provided herein, and that any\nactions therein may be consolidated in a single action.  Shareholder also agrees\nnot to bring any dispute or controversy arising under or in connection with this\nAgreement in any other  court.  Shareholder  waives any defense of  inconvenient\nforum to the maintenance of any dispute or controversy so brought and waives any\nbond,  surety,  or other  security  that may be  required  with  respect to such\ndispute or controversy.  Nothing contained herein shall be deemed to prevent the\nCompany from effecting  service of process upon  Shareholder in any other manner\npermitted  by law or from  commencing  any  action  in any  other  court  having\ncompetent jurisdiction.\n\n        8.11    Interpretation.  This Agreement shall be construed reasonably to\n                --------------\ncarry out its intent without presumption against or in favor of any party.\n\n\n                                       8\n\n\n                IN WITNESS WHEREOF,  the Company has caused this Agreement to be\nexecuted  by its duly  authorized  officer and  Shareholder  has  executed  this\nAgreement on the day and year first above written.\n\n\n                                                SHAREHOLDER:\n\n\n                                                \/s\/ Robert E. Gaff, Jr.\n                                                --------------------------------\n                                                Robert E. Gaff, Jr.\n                                                Address: 54729 Streeter Lane\n                                                         Elkhart, IN 46514\n\n\n\n\n                                                COMPANY:\n\n\n                                                THOR INDUSTRIES, INC.\n\n\n                                                By: \/s\/ Wade F. B. Thompson\n                                                    ----------------------------\n                                                Name: Wade F. B. 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