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termination agreement also contained a nonsponsorship and
noncompetition provision, which provided in pertinent part:
Section 5. Non-Sponsorship/Non-Competition.
[Petitioner], for and upon receipt of the consideration
specified in Section 6.2 below, agrees that for a
period of three (3) years from the Effective Date that
(except for the benefit of Landmark or its successors)
it will not participate in the ownership, management,
operation, control, or sponsorship of any agri-business
enterprise engaged in grain marketing, feed
manufacturing, fertilizer manufacturing or
distribution, or farm chemical or petroleum
distribution at the "regional cooperative level" * * *
nor will it, at the regional or local level * * *
during such three year period, within the State of
Ohio, sponsor or promote, on an exclusive basis, a
specific competing enterprise or products or services
of the type and character described above. Nothing
herein shall be construed to prohibit or prevent
[petitioner’s] support for and promotion of
cooperatives and their products and services on a non-
exclusive basis within the agri-business community;
promotion of and education of the public about
agriculture, its needs and concerns; the conduct of any
programs or activities which [petitioner] now conducts
* * *
In consideration for the covenants contained in this provision,
petitioner received $2,064,500.3
Since entering the termination agreement on February 20,
1985, petitioner has continued to conduct educational,
promotional, and other activities with respect to agricultural
3Petitioner received an additional $633,600 under the
termination agreement in consideration for certain rights to
additional preferred stock of Landmark and for petitioner’s
assignment of all its voting rights in Landmark to a voting trust
provided for in the termination agreement. This payment is not
in issue.
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Last modified: May 25, 2011