Replies to post #62045 on SunWorks Inc (SUNWQ)

[CashMoneyCarl]

What I fine a little strange is that there appears to be no anti-competition clause for a length a time if Abe departed the company.

That is a good point, its just good business to have your employees (especially top tier ones) sign a no competition clause of some kind. On the other hand, I am not too worried about Abe and his company competing. Sunworks in established and making sales, Abe will be starting from scratch. If SUNW cannot keep their competitive edge then they don't deserve to have it.

On another note, things have been damn quiet around here, not a lot to talk about. I am hoping the next few earnings reports show profits, as earnings are (in my humble opinion) going to be the only thing that turns this company around. Post some profits and get the attention of the Street.

[Level2Me]

There may have been at time of purchase (back in 2013), maybe it was for four years, and now it's up.
I'm speculating, of course

[SandridgeEnergy]

There is one actually (assuming he doesn't now have a totally new contract), which makes it very bizarre for Abe to be creating a new solar company owned by himself at the same time he is removed from management. It's difficult to guess exactly what is happening, but it would take some very creative thinking to view it as positive for the company / stock.

3.3 COVENANT NOT TO COMPETE. As a material inducement for Buyer to
enter into this Agreement, the Sellers agree that during the term of their
employment or directorship or consultancy with SUN or the Company (collectively,
their "Engagement"), and for a period of three (3) years after the termination
of their Engagement (the "Non-Competition Period"), they covenant and agree that
each of them shall not, directly or indirectly own, manage, operate, participate
in, produce, represent, distribute and/or otherwise act on behalf of any person,
firm, corporation, partnership or other entity which involves designing,
manufacturing, distributing, installing, maintaining or selling solar power
software or hardware (the "Competitive Business") anywhere within the United
States, its possessions and territories, Canada or Mexico (collectively, the
"Territory"); or hire any employee or former employee of Buyer or SUN to perform
services in or involving the Competitive Business, unless the individual hired
shall have departed Buyer's or SUN's employment at least twelve (12) months
prior to the hiring. The Non-Competition Period will, however, be one year
instead of three years with respect to a Terminating Seller if that Seller's
employment is involuntarily terminated (i.e., by the Company) without "cause."
For the purpose of this Agreement, "cause" means the Seller commits a material
breach of this Agreement or his Engagement agreement with the Company, or fraud,
willful misconduct, gross negligence, a felony criminal act, bad faith or a
breach of his fiduciary duty to the Company during the term of his Engagement
with the Company. The Sellers further covenant and agree that during the
Non-Competition Period, they will not directly or indirectly solicit or agree to
service for their benefit or the benefit of any third-party, any of Buyer's or
SUN's customers. Notwithstanding the foregoing, nothing in this Section 3.3
shall prohibit them from owning, managing, operating, participating in the
operation of, or advising, consulting or being employed by any entity that is
not involved in the Competitive Business. Sellers acknowledge and agree that
Buyer will expend substantial time, talent, effort and money in marketing,
promoting, managing, selling and otherwise exploiting the businesses Buyer and
SUN operate, in part by virtue of Buyer's acquisition of the SUN Stock pursuant
to this Agreement, that Sellers were all of the shareholders of SUN, that they
are receiving a substantial benefit from the transaction contemplated hereunder
and that the benefit received by Buyer and them in agreeing to be bound by this
Section 3.3 are a material part of the consideration for the transactions
contemplated by this Agreement. The parties recognize that this Section 3.3
contains conditions, covenants, and time limitations that are reasonably
required for the protection of the business of SUN and the Buyer. If any
limitation, covenant or condition shall be deemed to be unreasonable and
unenforceable by a court or arbitrator of competent jurisdiction, then this
Section 3.3 shall thereupon be deemed to be amended to provide for modification
of such limitation, covenant and/or condition to such extent as the court or
arbitrator shall find to be reasonable and such modification shall not affect
the remainder of this Agreement. Sellers acknowledge that, in the event a Seller
breaches this Agreement, money damages will not be adequate to compensate Buyer
for the loss occasioned by such breach. Sellers therefore consent, in the event
of such a breach, to the granting of injunctive relief against Sellers by any
court of competent jurisdiction.