EXHIBIT 10.19
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of October 7, 2004, by and between Lexxus
International (Mexico), S.A., a newly formed Mexico corporation (the "Company"),
and Oscar de xx Xxxx (the "Executive").
WITNESSETH:
WHEREAS, the Company desires to employ the Executive, and the Executive
desires to be employed by the Company, upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties mutually agree as
follows:
SECTION 1. EMPLOYMENT. The Company agrees to employ Executive and the
Executive hereby accepts such employment, as the Company's General Manager,
subject to the terms and conditions set forth in this Agreement starting on
November 1 ,2004, The Company's defined target market shall be Latin America
which shall be all countries south of the United States of America.
SECTION 2. DUTIES: EXCLUSIVE SERVICES; BEST EFFORTS. The Executive shall
perform all duties incident to the position of General Manager as well as any
other duties as may from time to time be assigned by the Board of Directors of
the Company, and agrees to abide by all By-laws, policies, practices, procedures
or rules of the Company. The Executive agrees to devote his best efforts,
energies and skill to the discharge of the duties and responsibilities
attributable to his position, and to this end, he will devote his full business
time and attention exclusively to the business and affairs of the Company. The
Executive also agrees that he shall not take personal advantage of any business
opportunities which arise during his employment and which may benefit the
company. All material facts regarding such opportunities must be promptly
reported to the Board of Directors for consideration by the Company.
Notwithstanding the foregoing, the Executive may donate his time and efforts to
charitable canses so long as such endeavors do not effect his ability to
perform his duties under this Agreement. If requested by the Company, the
Executive shall serve on the Board of Directors or any committee thereof without
additional compensation.
SECTION 3. TERM OF EMPLOYMENT: VACATION.
(a) Unless extended in writing by both the Company and the
Executive, the term of this Agreement shall commence on the date hereof and
terminate on October 31, 2009, subject to earlier termination by the parties
pursuant to Sections 5 and 6 hereof (the "Term").
(b) The Executive shall be entitled to four (4) weeks vacation
during each year of the Term.
SECTION 4. COMPENSATION OF EXECUTIVE.
4.1 SALARY. The Company shall pay to Executive a base salary of two
hundred thousand ($200,000) dollars for the twelve-month period commencing on
the date hereof (the "Base Salary"), less such deductions as shall be required
to be withheld by applicable law and regulations. The Executive may elect to
have this Base Salary paid to a corporation that he is a principal in. The Base
Salary payable to Executive shall be paid at such regular weekly, biweekly or
semi-monthly lime or times as the Company makes payment of its regular payroll
in the regular course of business.
4.2 STOCK BONUS. The Executive shall be entitled to receive a bonus
payable in restricted shares of common stock ("Performance Shares") of Natural
Health Trends Corp., the parent corporation of the Company ("NHTC"), based upon
the Company's achievement of certain (i) annual net revenues ("Net Revenues")
and (ii) net income or loss before (x) reported amounts of the Company's
interest and tax expenses and (y) reported amounts of the Company's depreciation
and amortization expenses (collectively "EBITDA"). The calculation of Net
Revenues and EBITDA shall be derived from the Company's audited financial
statements prepared in accordance with U.S. generally accepted accounting
principals, for each fiscal year ending December 31 during the term of this
Agreement. The number of Performance Shares set forth below shall be issued to
the Executive by no later
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than April 15th in the year following satisfaction of both the Net Revenue and
EBITDA targets, and each, level (and corresponding Performance Shares) shall be
awarded only once during the term of this Agreement.
FAIR VALUE OF
LEVEL NET REVENUES EBITDA PERFORMANCE SHARES
------ -------------- ------------- ------------------
1. $ 8 million $ 800,000 $ 125,000
2. S 16 million $ 1600,000 $ 175,000
3. $ 24 million $ 2,400,000 $ 200,000
4. $ 32 million $ 3,200,000 $ 125,000
5. $ 40 million $ 4,000,000 $ 1,875,000
6. $ 75 million $ 7,500,000 $ 500,000
7. S 150 million $ 15,000,000 $ 1,750,000
8. $ 300 million $ 30,000,000 $ 2,500,000
"FAIR VALUE OF PERFORMANCE SHARES" means, with respect to each
issuance of Performance Shares, the average closing price for the five (5)
trading days ending on April 15th, the date on which the Performance Shares are
to he issued.
4.3 CAR ALLOWANCE. The Company shall provide an automobile for
Executive at a cost of not more than $40,000 in December 2004 and the Executive
shall have the option to purchase the car in December 2007 at the car's then
book value and the Company shall provide a new ear for Executive in December
2007 and the Executive shall have an option to purchase the car in December 2010
at the ear's then book value. During the term the Company shall pay for all
reasonable expenses related with the use of the automobile, including insurance,
taxes, gas, and service costs according to car manufacturer.
4.4 BENEFITS. The Executive shall be permitted during the Term to -
participate in any hospitalization or disability insurance plans, health
programs, or similar medical benefits that may be available to other executives
of the Company. If the Executive elects to maintain health insurance outside the
Company's health insurance program the Company shall reimburse the Executive.
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SECTION 5. DISABILITY OF THE EXECUTIVE. If the Executive is incapacitated
or disabled by accident, sickness or otherwise so as to render the Executive
mentally or physically incapable of performing the services required to be
performed under this Agreement for a period of 90 consecutive days or 120 days
in any period of 360 consecutive days (a "Disability"), the Company may, at the
time or during the period of such Disability, at its option, terminate the
employment of the Executive under this Agreement immediately upon giving the
Executive written notice to that effect.
SECTION 6. TERMINATION.
6.1 WITH CAUSE. The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement at any time
for Cause (as hereinafter defined) by giving the Executive notice of such
termination, with reasonable specificity of the details thereof. "Cause" shall
include, without limitation, the following:
(i) failure or neglect, by the Executive to perform the duties of
the Executive's position;
(ii) failure of the Executive to obey orders given by the Company,
the Board of Directors or his supervisors;
(iii) misconduct by the Executive in connection with the performance
of any of his duties, including, "without limitation, misappropriation of funds
or property of the Company, securing or attempting to secure personally any
profit in connection with any transacting entered into on behalf of the Company,
misrepresentation to the Company, or any violation of law or regulations on
Company premises or to which, the Company is subject;
(iv) commission by the Executive of an act involving moral
turpitude, dishonesty, theft or unethical business conduct, or conduct which
impairs or injures the reputation of, or xxxxx, the Company;
(v) disloyalty by the Executive, including without limitation,
aiding a competitor;
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(vi) failure by the Executive to devote his full time and best
efforts to the Company's business and affairs;
(vii) failure by the Executive to work exclusively for the Company;
(viii) failure to fully cooperate in any investigation by the
Company;
(ix) any breach of this Agreement or Company rules;
(x) any other act of misconduct by the Executive;
(xi) the Executive's abuse of alcohol or other drugs or controlled
substances; or
(xii) the Executive's death or resignation hereunder; provided
however, that if the Executive resigned for Good Reason (as hereinafter
defined), such resignation shall not be considered "Cause" hereunder. A
termination pursuant to this Section 6.1 shall take effect 5 days after the
giving of written notice to the Executive unless the Executive shall, during
such 5-day period, remedy to the reasonable satisfaction of the Board of
Directors of the Company the misconduct, disregard, abuse or breach specified in
such notice; provided, however, that such termination shall take effect
immediately upon the giving of suck notice if the Board of Director of the
Company shall, in its reasonable discretion, have determined that such
misconduct, disregard, abuse or breach is not remediable (which determination
shall be stated in such notice).
6.2 WITH GOOD REASON. The Executive may terminate his employment
hereunder (and the Term) for Good Reason after the occurrence of such event
constituting a material breach of this Agreement by the Company that has not
been fully cured within ten (10) days after written notice thereof has been
given by the Executive to the Company. "Good Reason" shall mean the occurrence
of any of the following without the written consent of the Executive of his
approval: (i) the assignment to Executive of duties inconsistent with the
Agreement or a change in his title or authority; (ii) any change in reporting
responsibility so that Executive reports to any person other than the Board of
Directors; (iii) the
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requirement of the Executive to relocate to a location outside of Mexico; or
(iv) any material beach of the Agreement by the Company.
For convenience of reference, the date upon which any termination of the
employment of the Executive pursuant to Sections 5 or 6 shall be effective shall
be hereinafter referred to as the "Termination Date".
SECTION 7. EFFECT OF TERMINATION OF EMPLOYMENT.
7.1 WITH CAUSE. Upon the termination of the Executive's employment
for Cause, neither the Executive nor the Executive's beneficiaries or estate
shall have any further rights to compensation under this Agreement or any claims
against the Company arising out of this Agreement, except the right to receive
(i) the unpaid portion of the Base Salary provided for in Section 4.1, earned
through the Termination Date (the "Unpaid Salary Amount"), (ii) reimbursement
for any expenses for which the Executive shall not have theretofore been
reimbursed, as provided in Section 4.3 (the "Expense Reimbursement Amount") and
(iii) payment for accrued and unused vacation time (the "Vacation Amount"). All
options granted to the Executive shall terminate on the Termination Date.
7.2. FOR DISABILITY. Upon the termination of the Executive's
employment as a result of a Disability, neither the Executive nor the
Executive's beneficiaries or estate shall have any further rights to
compensation under this Agreement or any claims against the Company arising out
of this Agreement, except the right to receive (i) the Unpaid Salary Amount,
(ii) the Expense Reimbursement Amount and (iii) the vacation Amount.
7.3 FOR GOOD REASON. Upon the termination of the Executive's
employment by the Executive for Good Reason, neither the Executive nor the
Executive's beneficiaries or estate shall have any further rights to
compensation under this Agreement or any claims against the Company arising out
of this Agreement, except the Executive shall have the right to receive (i) the
Unpaid Salary Amount, (ii) the Expense Reimbursement Amount, and (iii) the
Vacation Amount, and (iv) severance compensation equal to (a) the then Base
Salary for three (3) months and (b) any Performance Shares due to Executive that
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were earned and due to Executive through the Termination Date, all of which is
payable within thirty (30) days following the Termination Date. The Executive
shall not be entitled to receive any severance payment until and after (i) he
has consulted with qualified independent legal counsel regarding his employment
and termination with the Company, (ii) he has executed a full general release of
all claims against the Company, its affiliates, officers, directors, employees,
agents and representatives, in form and substance satisfactory to the Company,
and delivered such general release to the Company, and (iii) all applicable
waiting periods, if any, with respect to the irrevocable nature of the general
release has have clapsed.
SECTION 8. RESTRICTIVE COVENANTS.
8.l CERTAIN DEFINITIONS. For purposes of this Section 8, the
following terms shall have the following meanings:
"COMPETITIVE ACTIVITY" means any activity conducted in the
Restricted Area winch competes with any substantial aspect or part of Employer's
business whether as a proprietor, partner, shareholder, owner, member, employer,
employee, independent contractor, venturer or otherwise.
"COMPETITOR" means any Person, other than Employer or its
successor, which at say time during the Restriction Period engages in any
Competitive Activity.
"CONFIDENTIAL INFORMATION" means all information of or
relating to Employer, its business or practice, which is not generally known or
available to the public (whether or not in written or tangible form) including,
without limitation, customer lists, supplier lists, processes, know-how, trade
secrets, pricing policies and other confidential business information,
"CONFIDENTIAL MATERIALS" means any and all documents,
records, reports, lists, notes, plans, materials, customer lists, distributor
lists, programs, software, disks, recordings, manuals, correspondence,
memoranda, magnetic media or any other
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tangible media (including, without limitation, copies or reproductions of any of
the foregoing) in which any Confidential Information may be contained.
"EMPLOYER" means NHTC, the Company and its Subsidiaries,
whether now or in the future.
"PERSON" means an individual proprietorship, partnership,
joint venture, corporation, limited liability company, association, trust,
estate, unincorporated organization, a government or any branch, subdivision,
department or agency thereof or any other entity.
"PERSONNEL" means any and all employees, contractors, agents,
consultants or other Persons rendering services to Employer for compensation in
any form, whether employed by or independent of Employer.
"RESTRICTED AREA" means the United States, Canada and Asia and
their respective territories and possessions, and worldwide with respect to any
Competitive Activity involving the Internet, World Wide Web, telemarketing or
other electronic or similar media.
"RESTRICTION PERIOD" means the period of time, commencing on
the date hereof and expiring six (6) months after the termination of Executive's
employment with Employer pursuant to this Agreement, voluntarily or
involuntarily, for any reason whatsoever, subject to extension pursuant to
Section 8.6 below.
8.2 CONFIDENTIALITY.
(a) CONFIDENTIAL INFORMATION. Subject to Section 8.2(c):
(1) DUTY TO MAINTAIN CONFIDENTIALITY. Executive shall maintain in
strict confidence and duly safeguard to the best of his ability any and all
Confidential Information in his possession or under his control.
(2) COVENANT NOT TO DISCLOSE, USE OR EXPLOIT. Except as reasonably
necessary to perform his duties, Executive shall not directly or indirectly,
disclose, divulge or
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otherwise communicate to anyone or use or otherwise exploit for the benefit of
anyone, other than Employer, any Confidential Information.
(3) CONFIDENTIAL MATERIALS. All Confidential Information and
Confidential Materials are and shall remain the exclusive property of Employer
and no Confidential Materials may be copied or otherwise reproduced removed
from the premises of Employer or entrusted to any Person (other than Employer or
the Personnel entitled to such materials) by Executive, except as reasonably
necessary to perform his duties, without prior written permission from Employer.
(b) SURVIVAL OF COVENANTS. Notwithstanding anything herein to the
contrary, the covenants set forth in this Section 8.2 shall survive the
termination of this Agreement and any other agreement among any or all of the
parties hereto (regardless of the reason for such termination), unless
terminated by a written instrument that expressly terminates by specific
reference the covenants set forth in this Section 8.2.
(c) PERMITTED ACTIVITIES. If Executive receives a request or demand
for Confidential information (whether pursuant to a discovery request, subpoena
or otherwise). Executive shall immediately give Employer written notice thereof
and shall exert his best efforts to resist disclosure, within the limits of the
law, including, without limitation, by fully cooperating and assisting Employer
in whatever efforts it may make to resist or limit disclosure or to obtain a
protective order or other appropriate remedy to limit or prohibit further
disclosure or use of such Confidential Information. If Executive complies with
the preceding sentence but nonetheless becomes legally compelled to disclose
Confidential Information, Executive shall disclose only that portion of the
Confidential Information that he is legally compelled to disclose.
8.3 COVENANT NOT TO COMPETE. During the Restriction Period,
Executive shall not, directly or indirectly, whether as a sole practitioner,
owner, partner, shareholder, investor, employee, employer, venturer, independent
contractor, consultant or other participant, (i) own, manage, invest in or
acquire any economic stake or interest in any Person
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involved in a Competitive Activity, (ii) derive economic benefit from or with
respect to any Competitive Activity or (iii) otherwise engage or participate in
any manner whatsoever in any Competitive Activity; provided, however, this
Section 8.3 shall not restrict Executive from owning less than 2% of the
publicly traded debt or equity securities issued by a corporation or other
entity or from having any other passive investment that creates no conflict of
loyalty or interest with any duty owed to Employer. Executive shall be deemed to
have derived economic benefit in violation of this Section 8.3 if, among other
things, any of his compensation or income is in any way related to any
Competitive Activity conducted by any Person. Further, during the Restriction
Period Executive shall not directly or indirectly advance, cooperate in or help
or aid any Competitor in the conduct of any Competitive Activity.
8.4 COVENANT NOT TO INTERFERE. During the Restriction Period,
Executive shall not, directly or indirectly, recruit, solicit or otherwise
induce or influence any Personnel of Employer to discontinue, reduce the extent
of, discourage the development of or otherwise harm such Personnel's
relationship or commitment to Employer. Conduct prohibited under this Section
8.4 shall include, without limitation, seeking to employ or causing, aiding,
inducing or influencing a Competitor to employ or seek to employ any Personnel
of Employer.
8.5 EQUITABLE RELIEF. Each of the parties acknowledges that the
provisions and restrictions of this section 8 are reasonable and necessary for
the protection of the legitimate interests of Employer. Each of the parties
further acknowledges that the provisions and restrictions of this Section 6 are
unique and that any breach or threatened breach of any of such provisions or
restrictions will provide Employer with no adequate remedy at law, and the
result will be irreparable harm to Employer. Therefore, the parties hereto agree
that upon a breach or threatened breach of the provisions or restrictions of
this Section 8, Employer shall be entitled, in addition to any other rights and
remedies which may be available to it, to institute and maintain proceedings at
law or in equity, to recover
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damages, to obtain an equitable accounting of all earnings, profits or other
benefits resulting from such, breach or threatened breach and to obtain specific
performance or a temporary and permanent injunction.
8.6 FULL RESTRICTION PERIOD. If Executive violates any restrictive
covenant contained herein and Employer institutes action for equitable relief,
Employer, as a result of the time involved in obtaining such relief; shall not
be deprived of the benefit of the full Restriction Period. Accordingly, the
Restriction Period shall be deemed to have the duration specified in Section
8.1, computed from and commencing on the date on which relief is granted by a
final order from which there is no appeal, but reduced, if applicable, by the
length of time between the date the Restriction Period commenced and the date
of the first violation of any restrictive covenant by Executive.
8.7 EQUITABLE ACCOUNTING. Employer shall have the right to demand
and receive equitable accounting with respect to any consideration received by
Executive in connection with activities in breach of the restrictive covenants
herein, and Employer shall be entitled to payment from Executive of such
consideration on demand.
8.8 PRIOR BREACHES. Neither the expiration of the Restriction Period
nor the termination of the status of any Customer or Personnel as such (whether
or not due to a breach hereof by Executive) shall preclude, limit or otherwise
affect the rights and remedies of Employer against Executive based upon any
breach hereof during the Restriction Period or before such status of Customer or
Personnel terminated.
8.9 NONCIRCUMVENTION OF COVENANTS. Executive acknowledges and agrees
that, for purposes of this Agreement, an action shall be considered to have been
taken by Executive "indirectly" if taken by or through, with Executive's
knowledge, (a) any member of his immediate family , (b) any Person owned or
controlled, solely or with others, directly or "indirectly" by Executive or a
member of his family, (c) any Person of which he is an owner, partner, employer,
employee, trustee, independent contractor or agent, (d) any employees, partners,
owners or independent contractors of any such Person or (e) any other
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one or more representatives or intermediaries, it being the intention of the
parties that Executive shall not directly or indirectly circumvent any
restrictive covenant contained herein or the intent thereof.
8.10 NOTICE OF RESTRICTIONS. During the Restriction Period,
Executive shall notify each prospective employer, partner or co-venturer of the
restrictions contained in this Agreement Employer is hereby authorized to
contact any of such Persons for the purpose of providing notice of such
restrictions.
8.11 REDUCTION OF RESTRICTIONS BY COURT ACTION. Each of the
provisions hereof including, without limitation, the periods of time, geographic
areas and types and scopes of duties of, and restrictions on the activities of,
the parties hereto specified herein are and are intended to be divisible, and
if any portion thereof (including any sentence, clause or word) shall be held
contrary to law or invalid or unenforceable in any respect in any jurisdiction,
or as to one or more periods of time, areas or business activities or any part
thereof, the remaining provisions shall not be affected but shall remain in full
force and effect, and any such invalid or unenforceable provision shall be
deemed, without further action on the part of any porty hereto or other Person,
modified and amended to the minimum extent necessary to render the same valid
and enforceable in such jurisdiction.
8.12 FAIRNESS OF RESTRICTIONS. Executive acknowledges and agrees
that (a) compliance with the restrictive covenants set forth herein would not
prevent him from earning a living that involves his training and skills without
relocating, but only from engaging in unfair competition with, misappropriating
a corporate opportunity of, or otherwise unfairly harming Employer and (b) the
restrictive covenants set forth herein are intended to provide a minimum level
of protection necessary to protect the legitimate interests of Employer. In
addition, the parties acknowledge that nothing herein is intended to or shall,
limit, replace or otherwise affect any other rights or remedies at law or in
equity for protection against unfair competition with, misappropriation of
corporate opportunities of,
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disclosure of confidential and proprietary information of, or defamation of
Employer, or for protection of any other rights or interest of Employer.
SECTION 9. MISCELLANEOUS.
9.1 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF TEXAS AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND) TO BE
PERFORMED WITHIN SAID STATE.
9.2 ENTIRE AGREEMENT. This Agreement (together with the exhibits
attached hereto, which hereby are incorporated by reference) contains the
entire agreement of the parties hereto relating to the employment of Executive
by the Company and the other matters discussed herein and supersedes all prior
agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.
9.3 WITHHOLDING TAXES. The Company may withhold from any
compensation or other benefits payable under this Agreement all federal, slate,
city or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.
9.4 SUPPLEMENTS AND AMENDMENTS. This Agreement may be supplemented
or amended only upon the written consent of each of the parties hereto.
9.5 ASSIGNMENT. Except as expressly provided below, this Agreement
shall not be assignable, in whole or in part, by either party without the prior
written consent of tho other party. The Company may, without the prior written
consent of Executive, assign its rights and obligations under this Agreement to
any other corporation, firm or other business entity with or into which the
Company may merge or consolidate, or to which the Company may sell or transfer
all or substantially all of Its assets, or of which 50% or more of the equity
investment and of the voting control is owned, directly or indirectly, by or
is under common ownership with, the Company; provided, however, that such
assignment may be
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made without Executive's prior written consent only if (a) such assignment has
a valid business purpose and is not for the purpose of avoiding the Company's
obligations hereunder or Executive's realization of the benefits of this
Agreement and (b) the assignee expressly assumes in writing all obligations and
liabilities to Executive hereunder. The Company will cause any purchaser of all
or substantially all of the assets of the Company, by agreement in form and
substance reasonably satisfactory to Executive, to expressly assume and agree to
perform this Agreement in the same manner add to the same extent that the
Company would be required to perform it if no such purchase had taken place.
This Agreement shall be binding upon and inure to the benefit of the Company
and their respective successors and permitted assigns. This Agreement and all
rights of Executive hereunder shall inure to the benefit of and be enforceable
by Executive's heirs, personal or legal representatives and beneficiaries. If
this Agreement is terminated pursuant to clause (a) of Section 8.1 hereof, all
amounts payable pursuant to clause (a) of Section 8.2 hereof shall be paid to
Executive's designated beneficiaries or, if no such beneficiaries have been
designated, to Executive's estate.
9.6 NO WAIVER. No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be any estoppel to enforce any
provisions of this. Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.
9.7 SEVERABILITY. The provisions of this Agreement are severable,
and if any one or more provisions may be determined to be judicially
unenforceable and/or invalid by a court of competent jurisdiction, in whole or
in part, the remaining provisions shall nevertheless be binding, enforceable
and in full force and effect.
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9.8 TITLES AND HEADINGS. The titles and headings of the various
Sections of this Agreement are intended solely for convenience of reference and
not intended for any purpose whatsoever to explain, modify or place any
construction upon any of the provisions hereof.
9.9 ATTORNEYS' FEES. In the event that any party hereto brings suit
against the other party, based upon or arising out of a breach or violation of
this Agreement, each party hereto agrees that the party who is successful on the
merits, upon final adjudication from which no further appeal can be taken or is
taken within the time allowed by law, shall be entitled to recover his or its
reasonable attorneys, fees and expenses from the party which is not successful.
9.10 INJUNCTIVE RELIEF. Executive agrees that it would be difficult
to compensate the Company fully for damages for any violation of the provisions
of Sections 6 and 8.3 hereof. Accordingly, Executive specifically agrees that
the Company shall be entitled to temporary and permanent injunctive relief to
enforce such provisions of this Agreement. This provision with respect to
injunctive relief shall not, however, diminish the right of the Company to claim
and recover damages in addition to injunctive relief.
9.11 NOTICES. For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when hand delivered (which shall include
personal delivery and delivery by courier, messenger or overnight delivery
service) or mailed by certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to Executive: At his home address in accordance with the
Company's records.
If to the Company:
Natural Health Trends Corp.
00000 Xxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: President
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If to the Executive:
Xxxxx xx xx Xxxx
Xxx, xx xx Xxxx 00
Fracc, Basque de Echegaray
Naucalpan Edo. Mex. 00000, Xxxxxx
or to such other address of which either party gives notice to the other party
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
9.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
9.13 JURISDICTION. Each of the parties hereto hereby irrevocably
consents and submits to the exclusive jurisdiction of the courts of the State of
Texas, located in Dallas County, and of the United States District Court for the
Northern District of Texas in connection with any suit, action or other
proceeding concerning the interpretation of this Agreement or enforcement of
Sections 8 or 9 of this Agreement. The Executive waives and agrees not to assert
any defense that the court lacks Jurisdiction, venue is improper, inconvenient
forum or otherwise. The Executive waives the right to a jury trial and agrees to
accept service of process by certified mail at the Executive's last known
address.
9.14 POST EMPLOYMENT OBLIGATIONS. (a) All records, files, lists,
including computer generated lists, drawings, documents, equipment and similar
items relating to the Company's business which the Executive shall prepare or
receive from the Company shall remain the Company's sole and exclusive property.
Upon termination of this Agreement, the Executive shall promptly return to the
Company all property of the Company in his possession. The Executive further
represents that he will not copy or cause to be copied, print out or cause to be
printed out any software, documents or other materials originating with or
belonging to the Company. The Executive additionally represents that, upon
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termination of his employment with the Company, he will not retain in his
possession any such software, documents or other materials.
(b) The Executive agrees that both during and after his employment
he shall, at the request of the Company, tender all assistance and perform all
lawful acts that the Company considers necessary or advisable in connection with
any litigation involving the Company or any director, officer, employee,
shareholder, agent, representative, consultant, client or vendor of the
Company.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
LEXXUS INTERNATIONAL (MEXICO), S.A.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: CFO
/s/ Oscar de xx Xxxx
----------------------------------
Oscar de xx Xxxx
With respect to Section 4.2 only:
NATURAL HEALTH TRENDS CORP.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: President
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