VITAXXXXXXXXX. XXX, XXC.
VITAXXXXXXXXX xxx xxxll have the right but not the obligation to terminate this Agreement upon 180 days prior written notice to VSI.
VITAXXXXXXXXX. XXX, XXC. Stock Option Plan for Employees NONQUALIFIED STOCK OPTION Granted To [NAME OF EMPLOYEE] Participant $_____ ------------------------ ------------------------ Number of Shares Price per Share DATE GRANTED: __________________ EXPIRATION DATE: ________________ 12 VITAXXXXXXXXX.XXX, XXC. NONQUALIFIED STOCK OPTION AGREEMENT SUMMARY FOR EXECUTIVE OFFICERS -------------------------------------------------------------------------------- Shares Subject Name to Option Exercise Price Date of Grant --------------------------------------------------------------------------------
VITAXXXXXXXXX. XXX, XXC. By: ------------------------------ Name: Title: ANNEX A Subordination Provisions to be attached to 6% Convertible Subordinated Note due June 30, 2007 of VitaxxxXxxxxx.xxx, Xxc.
VITAXXXXXXXXX xxx xxx market and sell The Vitamin Shoppe(R) brand products at prices less than VSI's monthly promotional prices in effect from time to time; provided that VitaxxxXxxxxx.xxx (x) obtains the written permission of VSI, which may be withheld only if
VITAXXXXXXXXX xxx xxxll not file any application in any country to register a trademark which is the same as or confusingly similar to any Mark xx any other trademark of VSI. If any application for registration is filed in contravention of this paragraph 3(c), VSI may take appropriate action against VitaxxxXxxxxx.xxx xx prohibit or otherwise restrain VitaxxxXxxxxx.xxx'x xse of the Mark xxx which the application was filed.
VITAXXXXXXXXX xxx xxxll maintain VSI's quality standards with respect to its use of the Marks, shall maintain the prestige and goodwill of the Marks, shall not take any action that would materially denigrate the value of any of the Marks and shall use the Marks in compliance with any restrictions or requirements reasonably requested by VSI to maintain such quality standards.
VITAXXXXXXXXX xxx xxxll maintain accurate books and records which reflect Net Sales. At its own expense, VSI or its representatives may examine and copy such books and records as provided in this paragraph 4(c). VSI and its representatives may make examinations only during usual business hours and at the place at which VitaxxxXxxxxx.xxx xxxally keeps its books and records. VSI shall be required to notify VitaxxxXxxxxx.xxx xx least ten days before the date of planned examination. If an examination has not been completed within two months from commencement, VitaxxxXxxxxx.xxx xxx require VSI to terminate the examination on seven days notice to VSI, so long as VitaxxxXxxxxx.xxx xxx cooperated with VSI in the examination of such books and records.
VITAXXXXXXXXX xxx xxxeby assumes and agrees to pay, perform, discharge and carry out all of the obligations and liabilities of VSI relating to the Internet Business, including without limitation, obligations and liabilities arising under the Contracts (the "Obligations"), but excluding any obligations and liabilities of VSI arising from any breaches or defaults which may have arisen on or prior to the date hereof.
VITAXXXXXXXXX xxx xxxeby agrees to indemnify, defend and forever hold harmless VSI from any and all loss, cost, damage, expense, demands, liabilities, payments, causes of action, judgments or other claims, including, without limitation, costs and expenses of litigation and attorneys' fees, arising out of, based upon or relating to any of the Obligations assumed by VitaxxxXxxxxx.xxx xxxer this Agreement, but this indemnity is specifically limited to such Obligations.
