Legal Question in International Law in New Hampshire

Stock option agreement, breech of contract, international.

I have a stock option agreement with a company I have worked for, for nearly 10 years. I now wish to leave that company for a number of reasons (mainly personal). As most of my experience and knowledge is in a specific area, my job prospects are obviously mainly in that field, however in the agreement it prohibits working for a competitor for 2 years after leaving the company.

I am also a British citizen with legal US residency and I wish to move back to the UK, what are the legal consequences if I take a job with a direct competitor of my present company in the UK. Can my company come after me in the UK for breech of a non-compete contract with a Delaware corporation, or can they go after my assets in the US if I leave any (i.e. 401k, IRA's etc.).

The contract specifies the types of company that it prohibits and the one in the UK that is interested in employing me is definately on this list, therefore I am technically in breech of the option agreement and I feel bad that I may have to do this. However I need to take care of my family and do what is right for us and the company has done us no favors and the promises that were made, when the agreement was signed, have not materialised.


Asked on 4/06/03, 10:35 am

1 Answer from Attorneys
Lawrence Graves Coolidge & Graves PLLC

Re: Stock option agreement, breech of contract, international.

In the first instance, the questions that you ask are going to involve the specific obligations under the contract (which you describe as a "stock option agreement") -- not on your list of questions, but my first concern would be that whatever stock in the company (or, if unexercised, the options on the shares) would be forfeited if you were to breach the non-compete. The geographical and time limitations in the non-competition clause would have to be reasonable in order for a court to enforce them.

Very little likelihood that the employer would seek to bring an action against you in the UK if you return there; more likely, they would sue you in the USA, putting you in the position of mounting a defense (considerable legal fees involved) or allowing a default judgment and resisting enforcement in the UK. Yes, in the latter case, any assets that you leave in the US would be subject to enforcement of any judgment.

Since you are in NH, I can direct you to my partner (resident there) if it is more convenient; else, glad to talk with you myself. Best wishes,

LDWG

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Answered on 4/07/03, 10:50 am


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