{"id":40844,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/noncompetition-nonsolicitation-and-confidentiality-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"noncompetition-nonsolicitation-and-confidentiality-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/noncompetition-nonsolicitation-and-confidentiality-agreement.html","title":{"rendered":"Noncompetition, Nonsolicitation, and Confidentiality Agreement – Pepco Holdings"},"content":{"rendered":"\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Page 1 of 7<\/p>\n<\/td>\n<\/tr>\n

\n

NON-COMPETITION, NON -SOLICITATION, AND CONFIDENTIALITY
\nAGREEMENT<\/p>\n<\/td>\n<\/tr>\n

\n

THIS NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT (the
\n“Agreement<\/u>“), is made on this 27th<\/sup> day of March, 2006, by and
\nbetween Pepco Holdings, Inc., with its principal place of business at 701 Ninth
\nStreet, N. W. Washington, D. C. 20068, including, unless the context clearly
\notherwise requires, its subsidiaries and affiliates (together, “PHI”), and Eddie
\nR. Mayberry (the “Executive”).<\/p>\n<\/td>\n<\/tr>\n

\n

WHEREAS, the Executive is employed by PHI as Senior Vice President, PHI and
\nPresident, Pepco Energy Services and in such capacity, had, has, and will
\ncontinue to have access to PHI’s employees, customers, vendors, trade secrets,
\nand proprietary information; and<\/p>\n<\/td>\n<\/tr>\n

\n

WHEREAS, by virtue of the years of valuable service the Executive has
\nprovided to PHI in a position in which the Executive has made significant policy
\ndecisions and contributed to the establishment of the strategic direction and
\ncompensation policies of PHI, the Executive possesses significant knowledge of
\nand experience in connection with the business of PHI, including specifics
\nregarding the compensation and benefits of its key executives that would place
\nhim in a position to recruit such executives if he were to engage in a competing
\nor similar business; and<\/p>\n<\/td>\n<\/tr>\n

\n

WHEREAS, PHI is prepared to make a substantial cash payment to the Executive
\nupon his retirement, as set forth in Section 2 below, provided that the
\nExecutive makes certain assurances that he will not be in a position that is
\npotentially adverse to, or that otherwise would harm, the business interests of
\nPHI; and<\/p>\n<\/td>\n<\/tr>\n

\n

WHEREAS, the Executive desires to enter into this Agreement in exchange for
\nsuch cash payment;<\/p>\n<\/td>\n<\/tr>\n

\n

NOW THEREFORE, in consideration of these premises and intending to be legally
\nbound hereby, PHI and the Executive hereby agree as follows:<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1. Definitions<\/u>. Capitalized terms used herein will have the
\nmeanings set forth in the preamble of this Agreement, or as set forth below:\n<\/p>\n<\/td>\n<\/tr>\n

\n

1.1. “Competing Business<\/u>” means (a) any electric or gas energy
\nsupplier or distributor located in or servicing the area east of the Mississippi
\nRiver within the United States of America and (b) any other corporation, or
\nunincorporated entity, in the area east of the Mississippi or any other place
\nwhere PHI has conducted business during the tenure of Executive’s employment
\nwith PHI (except with respect to lines of business in which the Company no
\nlonger engages).<\/p>\n<\/td>\n<\/tr>\n

\n

1.2. “Proprietary Information<\/u>” means confidential, proprietary,
\nbusiness and technical information or trade secrets of PHI. Such Proprietary
\nInformation shall include, but shall not be limited to, the following items and
\ninformation relating to the following items: (a) computer codes or instructions
\n(including source and object code listings, program logic algorithms,
\nsubroutines, modules or other subparts of computer programs and related<\/p>\n<\/td>\n<\/tr>\n

\n

\n\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

documentation, including program notation), computer processing systems and
\ntechniques, all computer inputs and outputs (regardless of the media on which
\nstored or located), hardware and software configurations, designs, architecture
\nand interfaces, (b) business research, studies, procedures and costs, (c)
\nfinancial data, (d) distribution methods, (e) marketing data, methods, plans and
\nefforts, (f) the identities of PHI’s relationship(s) with actual and prospective
\ncustomers, contractors and suppliers, (g) the terms of contracts and agreements
\nwith customers, contractors and suppliers, (h) the needs and requirements of,
\nand course of dealing with, actual or prospective customers, contractors and
\nsuppliers, (i) personnel information, including but not limited to benefit
\nprograms, pay scales, and incentive programs, and (j) customer and vendor credit
\ninformation. Failure by PHI to mark any of the Proprietary Information as
\nconfidential or proprietary shall not affect its status as Proprietary
\nInformation under the terms of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

1.3. “Restricted Period<\/u>” means the entire period of the Executive’s
\nemployment by PHI and the 12 calendar months following the termination of such
\nemployment.<\/p>\n<\/td>\n<\/tr>\n

\n

1.4. “Restrictive Covenants<\/u>” means the provisions contained in
\nSection 3.1<\/u> of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2. Transaction and Signing Bonus<\/u>. Within 15 days following the
\nretirement of the Executive on April 1, 2006, PHI will make a single sum cash
\npayment to the Executive of one years’ salary in effect on his retirement date,
\nless any required tax withholding.<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3. Non-Compete; Confidentiality; Non-Solicitation<\/u>. In
\nconsideration of the payment described above in Section 2<\/u>, the Executive
\nagrees to be bound by the Restrictive Covenants set forth in this Section
\n3<\/u>.<\/p>\n<\/td>\n<\/tr>\n

\n

3.1. Restrictive Covenants<\/u>.<\/p>\n<\/td>\n<\/tr>\n

\n

(a) During the Restricted Period, the Executive will not do any of the
\nfollowing, directly or indirectly, in the area east of the Mississippi River or
\nany other place where PHI has conducted business during the tenure of
\nExecutive’s employment with PHI (except with respect to lines of business in
\nwhich the Company no longer engages), without the prior written consent of PHI,
\nas applicable:<\/p>\n<\/td>\n<\/tr>\n

\n

(i) Non-Competition<\/u>. Engage or participate in any Competing Business;\n<\/p>\n<\/td>\n<\/tr>\n

\n

(ii) Restrictions on Ownership.<\/u> Become interested in (as owner,
\nstockholder, lender, partner, co-venturer, director, officer, employee, agent or
\nconsultant) any person, firm, corporation, association or other entity engaged
\nin any Competing Business. Notwithstanding the foregoing, the Executive may hold
\nup to 2% of the outstanding securities of any class of any publicly-traded
\nsecurities of any company;<\/p>\n<\/td>\n<\/tr>\n

\n

(iii) Non-Solicitation of Business<\/u>. Solicit or call on, either
\ndirectly or indirectly, (A) for purposes of selling goods or products
\ncompetitive with goods or products sold by PHI , any customer with whom PHI
\nshall have dealt or any prospective customer that PHI shall have identified and
\nsolicited at any time during the Executive’s employment, or<\/p>\n<\/td>\n<\/tr>\n

\n

-2-<\/p>\n

\n\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

engagement as a consultant, by PHI ; or (B) for the purposes of purchasing
\ngoods or products competitive with goods or products purchased by PHI for resale
\nby PHI , any supplier with whom PHI shall have dealt at any time during the
\nExecutive’s employment, or engagement as a consultant, by PHI;<\/p>\n<\/td>\n<\/tr>\n

\n

(iv) Non-Interference with Business<\/u>. Influence or attempt to influence
\nany supplier, customer or potential customer of PHI to terminate or modify any
\nwritten or oral agreement or course of dealing with PHI; or<\/p>\n<\/td>\n<\/tr>\n

\n

(v) Non-Solicitation of Employees<\/u>. Influence or attempt to influence
\nany person to either (A) terminate or modify any employment, consulting, agency,
\ndistributorship or other arrangement with PHI, or (B) employ or retain, or
\narrange to have any other person or entity employ or retain, any person who has
\nbeen employed or retained by PHI as an employee, consultant, agent or
\ndistributor of PHI at any time during the Restricted Period. It is understood
\nthat this sub-paragraph (v) does not prevent the Executive from responding
\ntruthfully to requests by prospective employers or recruiters for
\nrecommendations or information concerning any such person’s performance as an
\nemployee of PHI , provided that Executive did not initiate such request or refer
\nsuch person for the employment or retention that is the subject of the request,
\nand further provided that Executive shall not receive any compensation in any
\nform as a result of any hiring or retention of such person.<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Confidentiality<\/u>. The Executive recognizes and acknowledges that
\nthe Proprietary Information is a valuable, special and unique asset of the
\nbusiness of PHI. As a result, both during the period of the Executive’s
\nemployment with PHI and thereafter, the Executive shall not, without the prior
\nwritten consent of PHI , as applicable, for any reason either directly or
\nindirectly divulge to any third-party or use for his own benefit, or for any
\npurpose other than the exclusive benefit of PHI , any Proprietary Information
\nrevealed, obtained or developed in the course of his employment, or engagement
\nas a consultant, by PHI ; provided, however<\/em>, that nothing herein
\ncontained shall restrict the Executive’s ability to make such disclosures during
\nthe Executive’s period of employment or engagement with PHI as may be necessary
\nor appropriate to the effective and efficient discharge of his duties as an
\nemployee or consultant or as such disclosures may be required by law. If the
\nExecutive or any of his representatives becomes legally compelled to disclose
\nany of the Proprietary Information, the Executive will provide PHI with prompt
\nwritten notice so that the Company may seek a protective order or other
\nappropriate remedy.<\/p>\n<\/td>\n<\/tr>\n

\n

(c) Property<\/u>. All right, title and interest in and to Proprietary
\nInformation shall be and remain the sole and exclusive property of PHI. During
\nthe period of employment, and engagement as a consultant, by PHI , the Executive
\nshall not remove from PHI ‘s offices or premises any documents, records,
\nnotebooks, files, correspondence, reports, memoranda or similar materials of or
\ncontaining Proprietary Information, or other materials or property of any kind
\nbelonging to PHI unless necessary or appropriate in accordance with the duties
\nand responsibilities required by or appropriate for his position and, in the
\nevent that such materials or property are removed, all of the foregoing shall be
\nreturned to their proper files or places of safekeeping as promptly as possible
\nafter the removal shall serve its specific purpose. The Executive shall not
\nmake, retain, remove and\/or distribute any copies of any of the foregoing for
\nany reason whatsoever except as may be necessary in the discharge of his
\nassigned duties and<\/p>\n<\/td>\n<\/tr>\n

\n

-3-<\/p>\n

\n\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

shall not divulge to any third person the nature of and\/or contents of any of
\nthe foregoing or of any other oral or written information to which he may have
\naccess or with which for any reason he may become familiar, except as disclosure
\nshall be necessary in the performance of his duties; and upon the termination of
\nhis employment with PHI , he shall leave with or return to PHI all originals and
\ncopies of the foregoing then in his possession, whether prepared by the
\nExecutive or by others.<\/p>\n<\/td>\n<\/tr>\n

\n

(d) Duty to Keep Company Informed<\/u>. In order to ensure that PHI and the
\nCompany may retain the benefit of the Restrictive Covenants, the Executive
\nagrees to notify PHI of any employment or retention as consultant that he may
\nenter into which may be precluded by this Agreement, and to provide specific
\ninformation upon request regarding the Executive’s activities. In the event
\nExecutive provides such notice and information at least 30 days prior to the
\ncommencement of such employment or consultancy, PHI shall respond to such
\nExecutive within 30 days (or if later, within 30 days after additional
\ninformation has been submitted by the Executive in response to a request for
\nsuch information) regarding the Company’s initial determination regarding
\nwhether such employment or consultancy falls within the scope of the Restrictive
\nCovenants.<\/p>\n<\/td>\n<\/tr>\n

\n

3.2. Acknowledgments<\/u>. The Executive acknowledges that the Restrictive
\nCovenants are reasonable and necessary to protect the legitimate interests of
\nPHI and its affiliates and that, in the absence of such restrictions; PHI would
\nnot enter into this Agreement. Therefore, the Executive acknowledges that the
\nRestrictive Covenants are entered into in order to induce PHI to make the
\npayment described in Section 2<\/u>. The Executive further acknowledges that
\nthe duration and geographic scope of Section 3.1(a)<\/u> are reasonable given
\nthe nature of PHI’s business and the position of authority and responsibility
\nthat the Executive holds within PHI.<\/p>\n<\/td>\n<\/tr>\n

\n

3.3. Rights and Remedies Upon Breach<\/u>.<\/p>\n<\/td>\n<\/tr>\n

\n

(a) Specific Enforcement<\/u>. The Executive acknowledges that any breach
\nby him, willfully or otherwise, of the Restrictive Covenants will cause
\ncontinuing and irreparable injury to PHI for which monetary damages would not be
\nan adequate remedy. The Executive shall not, in any action or proceeding to
\nenforce any of the provisions of this Agreement, assert the claim or defense
\nthat such an adequate remedy at law exists. In the event of any such breach by
\nthe Executive, PHI shall have the right to enforce the Restrictive Covenants by
\nseeking injunctive or other relief in any court, without any requirement that a
\nbond or other security be posted, and this Agreement shall not in any way limit
\nremedies of law or in equity otherwise available to PHI . If an action at law or
\nin equity is necessary to enforce or interpret the terms of this Agreement, the
\nprevailing party shall be entitled to recover, in addition to any other relief,
\nreasonable attorneys’ fees, costs and disbursements.<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Extension of Restrictive Period<\/u>. If the Executive breaches any of
\nthe Restrictive Covenants contained in Section 3.1(a)<\/u>, then the
\nRestricted Period shall be extended for a period of time equal to the period of
\ntime that the Executive is in breach of such restriction.<\/p>\n<\/td>\n<\/tr>\n

\n

(c) Return of Payment and Accounting<\/u>. If the Executive engages in a
\nmaterial breach of any of the Restrictive Covenants, the Executive will be
\nrequired to return the payment described in Section 2<\/u> above, plus
\ninterest accruing from the date of payment to the<\/p>\n<\/td>\n<\/tr>\n

\n

-4-<\/p>\n

\n\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Executive to the date of such repayment at a rate of 2% above the prime rate,
\nas determined by PHI, to PHI, and PHI will have the right and remedy to require
\nthe Executive to account for and pay over to PHI all compensation, profits,
\nmonies, accruals, increments or other benefits derived or received by the
\nExecutive as the result of any action constituting a breach of the Restrictive
\nCovenants. These rights and remedies will be in addition to, and not in lieu of,
\nany other rights and remedies available to PHI under law or in equity.
\nNotwithstanding the foregoing, no return of payment will be required unless (i)
\nthe damages caused by the breach are significant and proportionate to the
\npenalty hereunder, or (ii) the Executive fails to cease and remedy the breaching
\nactivity within thirty (30) days after receiving notice from PHI indicating the
\nmanner in which the breach has occurred and demanding such cessation and
\nremediation.<\/p>\n<\/td>\n<\/tr>\n

\n

3.4. Judicial Modification<\/u>. If any court determines that the
\nRestrictive Covenants or any part thereof, is unenforceable because of the
\nduration or geographical scope of such provision, such court shall have the
\npower to modify such provision and, in its modified form, such provision shall
\nthen be enforceable.<\/p>\n<\/td>\n<\/tr>\n

\n

3.5. Disclosure of Restrictive Covenants<\/u>. The Executive agrees to
\ndisclose the existence and terms of the restrictive covenants set forth in this
\nSection 3<\/u> to any employer that the Executive may work for during the
\nRestricted Period which is in a Competing Business.<\/p>\n<\/td>\n<\/tr>\n

\n

3.6. Enforceability<\/u>. If any court holds the Restrictive Covenants
\nunenforceable by reason of their breadth or scope or otherwise, it is the
\nintention of the parties hereto that such determination not bar or in any way
\naffect the right of PHI to the relief provided above in the courts of any other
\njurisdiction within the geographical scope of such Restrictive Covenants.<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 4. Miscellaneous<\/u>.<\/p>\n<\/td>\n<\/tr>\n

\n

4.1. Successors and Assigns<\/u>. This Agreement shall inure to the benefit
\nof and be binding upon PHI and the Executive and their respective successors,
\nexecutors, administrators, heirs and\/or permitted assigns; provided,
\nhowever<\/em>, that neither the Executive nor PHI may make any assignments of
\nthis Agreement or any interest herein, by operation of law or otherwise, without
\nthe prior written consent of the other party, except that, without such consent,
\nPHI may assign this Agreement to any successor to all or substantially all of
\nits assets and business by means of liquidation, dissolution, merger,
\nconsolidation, transfer of assets, or otherwise.<\/p>\n<\/td>\n<\/tr>\n

\n

4.2. Notice<\/u>. Any notice or communication required or permitted under
\nthis Agreement shall be made in writing and (a) sent by overnight courier, (b)
\nmailed by certified or registered mail, return receipt requested or (c) sent by
\ntelecopier, addressed as follows:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

If to the Executive:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Eddie R. Mayberry
\n115 N. Lee St.
\n# BH 401
\nAlexandria, VA 22314<\/p>\n<\/td>\n<\/tr>\n

\n

-5-<\/p>\n

\n\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

If to PHI:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Pepco Holdings Inc.
\nGeneral Counsel
\n701 Ninth St. N.W.
\nWashington, D.C. 20068<\/p>\n<\/td>\n<\/tr>\n

\n

or to such other address as either party may from time to time duly specify
\nby notice given to the other party in the manner specified above.<\/p>\n<\/td>\n<\/tr>\n

\n

4.3. Entire Agreement; Amendments<\/u>. This Agreement contains the entire
\nagreement and understanding of the parties hereto relating to the subject matter
\nhereof, and merges and supersedes all prior and contemporaneous discussions,
\nagreements and understandings of every nature relating to the subject matter
\nhereof. This Agreement may not be changed or modified, except by an Agreement in
\nwriting signed by each of the parties hereto.<\/p>\n<\/td>\n<\/tr>\n

\n

4.4. Waiver<\/u>. Any waiver by either party of any breach of any term or
\ncondition in this Agreement shall not operate as a waiver of any other breach of
\nsuch term or condition or of any other term or condition, nor shall any failure
\nto enforce any provision hereof operate as a waiver of such provision or of any
\nother provision hereof or constitute or be deemed a waiver or release of any
\nother rights, in law or in equity.<\/p>\n<\/td>\n<\/tr>\n

\n

4.5. Governing Law<\/u>. This Agreement shall be governed by, and enforced
\nin accordance with, the laws of the Delaware without regard to the application
\nof the principles of conflicts of laws.<\/p>\n<\/td>\n<\/tr>\n

\n

4.6. Severability<\/u>. Whenever possible, each provision of this Agreement
\nwill be interpreted in such manner as to be effective and valid under applicable
\nlaw, but if any provision of this Agreement is held to be invalid, illegal or
\nunenforceable in any respect under any applicable law or rule in any
\njurisdiction, such invalidity, illegality or unenforceability will not affect
\nany other provision or the effectiveness or validity of any provision in any
\nother jurisdiction, and this Agreement will be reformed, construed and enforced
\nin such jurisdiction as if such invalid, illegal or unenforceable provision had
\nnever been contained herein.<\/p>\n<\/td>\n<\/tr>\n

\n

4.7. Section Headings<\/u>. The section headings in this Agreement are for
\nconvenience only; they form no part of this Agreement and shall not affect its
\ninterpretation.<\/p>\n<\/td>\n<\/tr>\n

\n

4.8. Consent to Arbitration; Fees<\/u>.<\/p>\n<\/td>\n<\/tr>\n

\n

(a) Except as otherwise provided in this Agreement, any controversy, claim,
\nor dispute between the parties related to or arising out of this Agreement shall
\nbe finally settled by arbitration, conducted on a confidential basis, under the
\nU.S. Arbitration Act, if applicable, and the then current rules of the American
\nArbitration Association (“Association”) strictly in accordance with the terms of
\nthis Agreement and the laws of the State of Delaware, excluding its principles
\nof conflicts of laws.<\/p>\n<\/td>\n<\/tr>\n

\n

(b) The Executive and PHI hereby consent to the personal and exclusive
\njurisdiction of such arbitration and hereby waive any objection that the
\nExecutive or PHI may<\/p>\n<\/td>\n<\/tr>\n

\n

-6-<\/p>\n

\n\n<\/p>\n<\/td>\n<\/tr>\n

\n

have to personal jurisdiction, the laying of venue of any such proceeding and
\nany claim or defense of inconvenient forum.<\/p>\n<\/td>\n<\/tr>\n

\n

(c) Neither party shall be excluded from seeking provisional remedies in the
\ncourts of any jurisdiction including but not limited to, temporary restraining
\norders and preliminary injunctions, but such remedies shall not be sought as a
\nmeans to avoid or stay arbitration.<\/p>\n<\/td>\n<\/tr>\n

\n

(d) In the event of any legal proceeding arising out of or relating to the
\nenforcement or interpretation of this Agreement, the party prevailing in such
\nproceeding shall be entitled to payment from the other party of all reasonable
\nattorneys’ fees, costs and disbursements incurred by the prevailing party in
\nconnection with such proceeding.<\/p>\n<\/td>\n<\/tr>\n

\n

4.9. Counterparts and Facsimiles<\/u>. This Agreement may be executed,
\nincluding execution by facsimile signature, in one or more counterparts, each of
\nwhich shall be deemed an original, and all of which together shall be deemed to
\nbe one and the same instrument.<\/p>\n<\/td>\n<\/tr>\n

\n

IN WITNESS WHEREOF, PHI has caused this Agreement to be executed by its duly
\nauthorized officers, and the Executive has executed this Agreement, in each case
\nas of the date first above written.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Pepco Holdings Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

By:<\/p>\n<\/td>\n

 <\/u><\/p>\n

\/s\/ D. R. WRAASE<\/p>\n

<\/u><\/td>\n<\/tr>\n

<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Chairman, President, and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Eddie R. Mayberry<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n <\/u><\/p>\n

\/s\/ E. R. Mayberry<\/p>\n

<\/u><\/td>\n<\/tr>\n

\n

-7-<\/p>\n

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