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International's counteroffer to which revised counteroffer Meyer
and MCB agreed. The final form of the agreement that was reached
on January 11, 1990, between Meyer individually, and as
representative of MCB, and International is summarized below:
Consideration to
be Paid to MCB Form
and Meyer as As Finally Agreed to
Cash $ 300,000
Stock in petitioner 0
Promissory note 0
Salary bonus over 3 years 750,000
Covenant not to compete
Amount at closing $1,290,000
Amount in 1991 292,000
Amount in 1992 292,000
Amount in 1993 292,000
Total to be paid under Covenant 2,166,000
Total amount to be paid to MCB
and to Meyer $3,216,000
On March 7, 1990, the acquisition of the assets of MCB was
consummated. At closing, International paid to MCB the $300,000
cash due and to Meyer the $1,290,000 due under the purported
covenant not to compete, and Meyer entered into the 3-year
covenant not to compete with International and a 3-year
employment agreement reflecting the contingent salary bonus.
After the acquisition, MCB's customs brokerage business was
conducted as a division of International and continued to
prosper.
Under the employment agreement, Meyer agreed to expand the
customs brokerage business throughout the United States. The
employment agreement also contained a 2-year nonsolicitation
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Last modified: May 25, 2011