Johann T. and Johanna Hess - Page 9

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          parties’ previous agreements.  Mr. Hess, on the other hand,                 
          insisted that the covenant extend 8 years after the termination             
          of Mr. Kucklick’s employment.  With respect to the scope of the             
          covenant, Mr. Kucklick originally wanted to be able to sell                 
          technical consulting services to rim, wheel, or ring                        
          manufacturers worldwide, other than direct competitors of HII.              
          Mr. Kucklick also proposed that the covenant not to compete apply           
          only to machinery, not machine tools, and only to the extent that           
          HII was manufacturing such machinery as of the termination of Mr.           
          Kucklick’s employment.  In contrast, Mr. Hess insisted that Mr.             
          Kucklick disclose in advance the nature and duration of his                 
          proposed consulting services and that HII retain the right to               
          veto any such agreement.  He also insisted on a much broader                
          worldwide covenant not to compete covering all products                     
          manufactured or marketed by HII or any of its subsidiaries.  The            
          restrictions that Mr. Hess insisted upon were reflected in the              
          redemption agreement.                                                       
               The employment agreement provided that Mr. Kucklick would              
          work full time for HII for 3 years at a base salary of $135,000             
          per year.  Mr. Kucklick would continue as president of HEI                  
          subject to HII’s discretion to reassign him.  Mr. Kucklick                  
          retired from his employment with HII and its subsidiaries in                
          1998, after he completed the 3-year period specified in the                 
          employment agreement.                                                       






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