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it that they thought that they had something to risk on the
money, and it wasn't worth the time."
On July 13, 1987, Von Allmen wrote identical letters to
Beaurline and Holliday proposing that 1-year employment
agreements and 5-year noncompete agreements be executed by them
concurrently with the purchase of the outstanding shares of State
Supply. The agreements stated that the purchase price of the
stock was $6 million. Von Allmen proposed that Beaurline and
Holliday would each be paid $17,540 per month the first 24 months
and $23,040 per month for the last 36 months for a total of
$1,250,000 each for the noncompete agreements. The attorneys for
the parties to the acquisition, Philip Kaplan (seller's attorney)
and Terry Doverspike (buyer's attorney), negotiated the terms of
the noncompete agreements in correspondence dated July 30, August
12 and 20, and September 25, 1987. During the course of these
negotiations, Kaplan was able to secure a stock pledge agreement
and reduce the period of the noncompete agreement from 5 years to
3 years. On October 29, 1987, State Supply and Beaurline and
Holliday executed identical documents entitled "Non-Compete
Agreement." Under the noncompete agreements, Beaurline and
Holliday agreed (among other things) "not to directly or
indirectly enter into the business of distributing beauty
supplies, or any business or branch of business similar to the
type of business conducted by the Employer [State Supply] at the
date of this Agreement, within the states of Oklahoma, Arkansas,
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