Common use of Materiality and Conditionality of Section Clause in Contracts

Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement. Executive’s agreement to strictly comply with Section 7 is a precondition for Executive entering into this Agreement and for the receipt and vesting of the restricted stock award pursuant to Restricted Stock Award Agreement. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company shall have no obligation to make any further payments to the Executive of any nature; (iii) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive, as well as the value of the Restricted Stock Award Agreement that may have vested, during the twelve (12) months preceding the date of the Executive’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement. Executive’s agreement to strictly comply with Section 7 is a precondition for Executive Executive’s entering into this Agreement and for the receipt of payments and vesting of the restricted stock award Restricted Stock pursuant to Restricted Stock Award Agreement. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court court, and, transfer or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company shall have no obligation to make any further payments to the Executive of any nature; (iii) the Company shall be entitled to receive the full value of any payments which were previously made to the ExecutiveExecutive in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement that may have vested, vested during the past twelve (12) months preceding from the date of the Executive’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are 3.1 is material to this Agreement. ExecutiveEmployee’s agreement to strictly comply with Section 7 3.1 is a precondition for Executive entering into this Agreement and for the Employee’s receipt of payments and vesting of the restricted Restricted Stock and stock award options pursuant to Restricted Stock Award Section 1 of this Agreement. Whether or not Section 7 3.1 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 3.1 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive Employee and the Company Employer agree that: that (i) the ExecutiveEmployee’s interest in the Restricted Stock Award and stock options pursuant to Section 1 of this Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company Employer shall have no obligation to make any further payments to Employee under the Executive terms of any natureSection 1 of this Agreement; and (iii) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the ExecutiveEmployee pursuant to Section 1 of this Agreement in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement or stock options that may have vested, vested during the past twelve (12) months preceding from the date of the ExecutiveEmployee’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are 1.1 is material to this Agreement. ExecutiveEmployee’s agreement to strictly comply with Section 7 1.1 is a precondition for Executive entering into this Agreement and for the Employee’s receipt of payments and vesting of the restricted Restricted Stock and stock award options pursuant to Restricted Stock Award Section 1 of this Agreement. Whether or not Section 7 1.1 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of this Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive Employee and the Company Employer agree that: that (i) the ExecutiveEmployee’s interest in the Restricted Stock Award and stock options pursuant to Section 1 of this Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company Employer shall have no obligation to make any further payments to Employee under the Executive terms of any natureSection 1 of this Agreement; (iii) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the ExecutiveEmployee pursuant to Section 1 of this Agreement in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement or stock options that may have vested, vested during the past twelve (12) months preceding from the date of the ExecutiveEmployee’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the ExecutiveEmployee’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of this the Employment Agreement shall automatically lapse and be forfeited; (v) the Company Employer shall have no obligation to make any further payments to the Executive Employee under the terms of Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of the Employment Agreement; and (vi) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the Executive Employee pursuant to Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are 3.1 is material to this Agreement. ExecutiveEmployee’s agreement to strictly comply with Section 7 3.1 is a precondition for Executive entering into this Agreement and for the Employee’s receipt of payments and vesting of the restricted Restricted Stock and stock award options pursuant to Restricted Stock Award Section 1 of this Agreement. Whether or not Section 7 3.1 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 3.1 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive Employee and the Company Employer agree that: that (i) the ExecutiveEmployee’s interest in the Restricted Stock Award and stock options pursuant to Section 1 of this Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company Employer shall have no obligation to make any further payments to Employee under the Executive terms of any natureSection 1 of this Agreement; and (iii) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the ExecutiveEmployee pursuant to Section 1 of this Agreement in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement or stock options that may have vested, vested during the past twelve (12) months preceding from the date of the ExecutiveEmployee’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months. .

Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement and the Purchase Agreement. Executive’s agreement to strictly comply with Section 7 is a precondition for Executive the Company and CVSL Inc. entering into the Purchase Agreement, Executive’s entering into this Agreement and for the receipt of payments and vesting of the restricted stock award pursuant to Restricted Stock Award Agreementother incentives. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court court, and, transfer or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) neither the Company nor its parent corporation or any subsidiary or affiliate thereof shall have no any obligation to make any further payments to the Executive of any nature; and (iiiii) the Company shall be entitled to receive the full value of any payments which were previously made to the ExecutiveExecutive in the previous twelve (12) months, as well as the value of the Restricted Stock Award Agreement any equity awards that may have vested, vested during the past twelve (12) months preceding from the date of the Executive’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iviii) the Executive’s interest in any post-termination payment pursuant to Sections 4.34.2, 4.4, 4.3,4.4,and 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (viv) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.2, 4.3, 4.4, and 4.5 and 4.6 of the Employment Agreement; and (viv) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.2, 4.3, 4.4, and 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement. Executive’s 's agreement to strictly comply with Section 7 is a precondition for Executive Executive's entering into this Agreement and for the receipt of payments and vesting of the restricted stock award Restricted Stock pursuant to Restricted Stock Award Agreement. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court court, and, transfer or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s 's interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company shall have no obligation to make any further payments to the Executive of any nature; (iii) the Company shall be entitled to receive the full value of any payments which were previously made to the ExecutiveExecutive in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement that may have vested, vested during the past twelve (12) months preceding from the date of the Executive’s 's termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the Executive’s 's interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement and the Purchase Agreement. Executive’s agreement to strictly comply with Section 7 is a precondition for Executive the Company and Intelligent Living Inc. entering into the Purchase Agreement, Executive’s entering into this Agreement and for the receipt of payments and vesting of the restricted stock award pursuant to Restricted Stock Award Agreementother incentives. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court court, and, transfer or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) neither the Company nor its parent corporation or any subsidiary or affiliate thereof shall have no any obligation to make any further payments to the Executive of any nature; and (iiiii) the Company shall be entitled to receive the full value of any payments which were previously made to the ExecutiveExecutive in the previous twelve (12) months, as well as the value of the Restricted Stock Award Agreement any equity awards that may have vested, vested during the past twelve (12) months preceding from the date of the Executive’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iviii) the Executive’s interest in any post-termination payment pursuant to Sections 4.34.2, 4.4, 4.3,4.4,and 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (viv) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.2, 4.3, 4.4, and 4.5 and 4.6 of the Employment Agreement; and (viv) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.2, 4.3, 4.4, and 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are 2.1 is material to this Agreement. ExecutiveEmployee’s agreement to strictly comply with Section 7 2.1 is a precondition for Executive entering into this Agreement and for the Employee’s receipt of payments and vesting of the restricted Restricted Stock and stock award options pursuant to Restricted Stock Award Section 1 of this Agreement. Whether or not Section 7 2.1 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of this Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive Employee and the Company Employer agree that: that (i) the ExecutiveEmployee’s interest in the Restricted Stock Award and stock options pursuant to Section 1 of this Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company Employer shall have no obligation to make any further payments to Employee under the Executive terms of any natureSection 1 of this Agreement; (iii) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the ExecutiveEmployee pursuant to Section 1 of this Agreement in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement or stock options that may have vested, vested during the past twelve (12) months preceding from the date of the ExecutiveEmployee’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the ExecutiveEmployee’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of this the Employment Agreement shall automatically lapse and be forfeited; (v) the Company Employer shall have no obligation to make any further payments to the Executive Employee under the terms of Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of the Employment Agreement; and (vi) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the Executive Employee pursuant to Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are 3.1 is material to this Agreement. ExecutiveEmployee’s agreement to strictly comply with Section 7 3.1 is a precondition for Executive entering into this Agreement and for the Employee’s receipt of payments and vesting of the restricted stock award Incentive Plan awards pursuant to Restricted Stock Award Section 1 of this Agreement. Whether or not Section 7 3.1 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 3.1 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive Employee and the Company Employer agree that: that (i) the ExecutiveEmployee’s interest in the Restricted Stock Award Incentive Plan awards granted pursuant to Section 1 of this Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company Employer shall have no obligation to make any further payments to Employee under the Executive terms of any naturethe Incentive Plan awards granted pursuant to Section 1 of this Agreement; and (iii) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the ExecutiveEmployee pursuant to the terms of the Incentive Plan awards granted pursuant to Section 1 of this Agreement in the previous twelve (12) months, as well as the value of the Restricted Stock Award Agreement any Incentive Plan awards that may have vested, vested during the past twelve (12) months preceding from the date of the ExecutiveEmployee’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are 2.1 is material to this Agreement. ExecutiveEmployee’s agreement to strictly comply with Section 7 2.1 is a precondition for Executive entering into this Agreement and for the Employee’s receipt of payments and vesting of the restricted Restricted Stock and stock award options pursuant to Restricted Stock Award Section 1 of this Agreement. Whether or not In the event Employer, after conducting an investigation, has reasonably determined that a violation of Section 7 or any portion thereof 2.1 has been held or found invalid or unenforceable for any reason whatsoever occurred, Employer shall be entitled to withhold future payments owed under Section 1 above, pending determination of such violation by a court or other authority of competent jurisdiction, upon any violation . Upon such finding by a court or other constituted legal authority of Section 7 or any portion thereof, or upon a finding competent jurisdiction that a violation would have occurred if such of this Section 7 or any portion thereof were enforceablehas occurred, the Executive Employee and the Company Employer agree that: that (i) the ExecutiveEmployee’s interest in the Restricted Stock Award and stock options pursuant to Section 1 of this Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company Employer shall have no obligation to make any further payments to Employee under the Executive terms of any natureSection 1 of this Agreement; (iii) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the ExecutiveEmployee pursuant to Section 1 of this Agreement in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement or stock options that may have vested, vested during the past twelve (12) months preceding from the date of the ExecutiveEmployee’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the ExecutiveEmployee’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of this the Employment Agreement shall automatically lapse and be forfeited; (v) the Company Employer shall have no obligation to make any further payments to the Executive Employee under the terms of Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of the Employment Agreement; and (vi) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the Executive Employee pursuant to Sections 4.3, 4.4, 4.5 2.3 and 4.6 3.5 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of This Section 7 are 6 is material to this Agreement. Executive’s The agreement to strictly comply with this Section 7 is a precondition for Executive entering into this Agreement and for the Employee’s receipt of payments and vesting of the restricted Restricted Stock and stock award options pursuant to Restricted Stock Award Sections 2.2, 2.3, 2.4 and 3.5 of this Agreement. Whether or not this Section 7 6 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of this Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive Employee and the Company Employer agree that: that (i) the ExecutiveEmployee’s interest in the post-termination payments and Restricted Stock Award and stock options pursuant to Sections 2.3, 2.4 and 3.5 of this Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company Employer shall have no obligation to make any further payments to Employee under the Executive terms of any nature; Sections 2.3, 2.4 and 3.5, and (iii) the Company Employer shall be entitled to receive the full value of any payments which were previously made to the ExecutiveEmployee pursuant to Sections 2.2, 2.3, 2.4 and 3.5 in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement or stock options that may have vested, vested during the past twelve (12) months preceding pursuant to Sections 2.4 and 3.5 from the date of the ExecutiveEmployee’s termination, for any reason, reason to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement. Executive’s agreement to strictly comply with Section 7 is a precondition for Executive entering into this Agreement and for the receipt and vesting of the restricted stock award pursuant to Restricted Stock Award Agreement. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company shall have no obligation to make any further payments to the Executive of any nature; (iii) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive, as well as the value of the Restricted Stock Award Agreement that may have vested, during the twelve (12) months preceding the date of the Executive’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.. EXHIBIT 10.1

Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement and the Stock Purchase Agreement. Executive’s agreement to strictly comply with Section 7 is a precondition for Executive CVSL’s entering into the Stock Purchase Agreement, Executive’s entering into this Agreement and for the receipt of payments and vesting of the restricted stock award pursuant to Restricted Stock Award Agreementother incentives. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court court, and, transfer or other constituted legal authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company shall have no obligation to make any further payments to the Executive of any nature; (iii) the Company shall be entitled to receive the full value of any payments which were previously made to the ExecutiveExecutive in the previous twelve (12) months, as well as the value of the any Restricted Stock Award Agreement that may have vested, vested during the past twelve (12) months preceding from the date of the Executive’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 non-compete article to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.