Noncompetition-Deferred Compensation Agreement by bobzepfel


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       THIS AGREEMENT is entered into as of the ____ day of ______________, 19__, by and

between __________________________ ("Employee") and

___________________________________________, a California corporation (the "Company").

                                          R E C I T A L S:

       A.      Employee has been employed by the Company or its predecessor as an executive for

over ____ years; and

       B.      The Company has agreed to purchase from Employee all of his shares of Common

Stock of the Company; and

       C.      Employee has substantial business contacts and expertise in the

_____________________________________________ industry; and

       D.      The Company and Employee desire to provide for certain payments to Employee for

his agreement not to enter into competition with the Company and in recognition of his services

rendered to the Company.

       NOW, THEREFORE, the parties agree as follows:

       1.      Noncompetition; Payments for Noncompetition Covenant.

               (a)     For a period of _____ years commencing with the date of this Agreement,

Employee covenants and agrees that he will not, directly or indirectly (whether for compensation or

otherwise), alone or as a partner, officer, employee, consultant, manufacturer's representative,

director, or holder of more than 5% of the outstanding shares of any corporation, engage in the sales

or marketing of, or the representation of manufacturers or distributors of,

____________________________________ ________________________________ in the

counties of ________
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