Director exit dispute

Hi Guys,

Here is the situtation.

There are two directors in a company. Director A holds 65% and director B holds 35% stake.

Director B want's to exit since company's performance is very poor.

From starting of company, no salary was taken by director B for one year, but he was developing software.

Now he does not want to continue because of poor performance of the company.

Now director B wants to exit, but Director A is denying saying that Director B can only exit if he signs non comete clause means i can not sell similar software anywhere else after leaving company.

Any idea?

What should be the solution to this?