IER AGREEMENT
NON-COMPETITION AGREEMENT (this "Agreement"), dated as of October 31,
1995, between ATC ENVIRONMENTAL INC., a Delaware corporation (the "Purchaser"),
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual residing at ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ("IER").
WHEREAS, Hill International, Inc., a Delaware corporation (the
"Seller"), and the Purchaser have entered into an Asset Purchase Agreement,
dated as of the date hereof (the "Asset Purchase Agreement") for the sale of the
Seller's environmental consulting and environmental engineering businesses (the
"Businesses") to the Purchaser; and
WHEREAS, the Purchaser desires to protect the continuing value of the
Businesses; and
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements set forth herein, and upon
the terms and subject to the conditions set forth herein, the Purchaser and IER
hereby agree as follows:
1. RESTRICTIVE COVENANTS. During the term of this Agreement, IER
shall not, either directly or indirectly:
(a) offer or perform any of the services offered or performed by the
Businesses as of the Closing Date within 100 miles of the location of any office
which the Businesses maintained as of the Closing Date, PROVIDED, HOWEVER, that
IER shall in no way be prohibited from offering or performing any of the
Seller's current dispute resolution or project management services (including,
without limitation, the offering, performing or subcontracting of environmental
services when such services are related and incidental to, and necessary for,
the Seller's other services, and either (i) such services comprise less than 10%
of the total project value, or (ii) if such services comprise 10% or more of the
total project value, the Seller has received the consent of the Purchaser to
offer, perform or subcontract such services); or
(b) employ or offer to employ any of the Hired Employees then
currently employed by the Purchaser.
2. TERM. The restrictive covenants provided by IER in Section 1
hereof shall commence on November 1, 1995 and shall terminate automatically on
October 31, 1997.
3. CONSIDERATION. As consideration for the restrictive covenants
provided by IER in Section 1 hereof, the Purchaser shall issue to IER options to
purchase 25,000 shares of the common stock of the Purchaser at the closing
market price on November 9, 1995 (the "Options"). IER hereby acknowledges that
he understands that the Options may have little or no value during the term
thereof and he expressly assumes the risk that the Options may in fact be
valueless but nevertheless he accepts the Options as the full and complete
consideration for the restrictive covenants provided by him in Section 1 hereof.
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4. REMEDIES OF THE PURCHASER. IER hereby acknowledges that the
restrictive covenants contained in Section 1 hereof are reasonable and necessary
for the legitimate business interests of the Purchaser, that any violation of
such restrictive covenants would cause substantial and irreparable injury to the
Purchaser and that the Purchaser's remedies at law for any breach or threatened
breach of such restrictive covenants would not be adequate. Accordingly, IER
hereby agrees that the Purchaser shall be entitled to injunctive relief with
respect to such breach or threatened breach of such restrictive covenants. This
remedy shall be in addition to, and not in limitation of, any other rights or
remedies to which the Purchaser is or may be entitled to at law or in equity.
5. DEFINITIONS. Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Asset Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ATC ENVIRONMENTAL INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
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