Naturade, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
March 2, 1998
Xxxx X. Xxxxxxx
Chief Executive Officer
Naturade, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: Naturade, Inc. (the "Company")
Dear Xx. Xxxxxxx:
Pursuant to your prior agreement (the "CEO Agreement") with the
Company, you have, among other things, agreed to serve on its board of directors
(the "Board") and as its Chief Executive Officer, and the Company has, among
other things agreed to issue to you options to acquire up to 255,000 shares of
common stock of the Company ("Common Stock") under the Naturade, Inc. 1998
Incentive Stock Option Plan (the "Plan"). This Letter Agreement documents the
grant of such Options.
In consideration for services you will provide to the Company, the
Company hereby grants to you, pursuant to the Plan, options to acquire
("Options") up to 255,000 shares of Common Stock, such grant to be effective
as of March 2, 1998 (the "Effective Date"). The purchase price of one share
of Common Stock under each Option (the "Exercise Price") shall be equal to
the average closing bid prices of the shares of Common Stock on the NASDAQ
OTC Bulletin Board as quoted by Bloomberg, LP for the five (5) day trading
period ending on the Effective Date. The Options will vest in four equal
portions on each of the first four anniversaries of the Effective Date,
subject to any limitations on exercise contained in the Plan provided that
the Term (as defined in the CEO Agreement) shall not have ended prior to such
anniversary. Notwithstanding the foregoing, in the event of any sale
(including, without limitation, pursuant to either a tender offer or a merger
of Company which results in the shareholders of the Company holding less than
fifty per cent (50%) of the stock of the surviving corporation) of Company
during the Term, subject to any limitations on exercise contained in the
Plan, all of the Options not then vested shall immediately vest. The Options
shall otherwise be subject to the provisions of the Plan.
14
Any and all notices or other communications required or permitted to be
given by either party hereto to the other shall be in writing and may be
transmitted either by personal delivery or by mail, registered or certified
postage prepaid, with return receipt requested. Notices shall be deemed duly
served and given when personally delivered to the Party to whom directed or any
of its officers or, in lieu of such personal service, when deposited in the
United States mail, first class postage prepaid, addressed as follows:
To Company: 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Chairman of the Board of Directors
To you: Xxxx Xxxxxxx
Naturade, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
This Letter Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the grant of the
Options, and contains all of the covenants and agreements between the parties
with respect to that grant in any manner whatsoever. Each party acknowledges
that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement, statement, or
promise not contained in this Letter Agreement shall be valid or binding.
Any modification of this Agreement will be effective only if it is in
writing signed by the party to be charged. The failure of either party to insist
on strict compliance with any of the terms, covenants, or conditions of this
Letter Agreement by the other party shall not be deemed a waiver of that term,
covenants or condition, nor shall any waiver or relinquishment of any right or
power at any one time or times be deemed a waiver or relinquishment of that
right or power for all or any other times.
If any provision in this Letter Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way. This Letter Agreement shall be governed by and construed
in accordance with the laws of the State of California.
14-2
If the above terms and conditions are acceptable to you, please
indicate your agreement by executing the signature line provided below and
returning a countersigned copy of this letter to the Company by no later than
April 30, 1998.
Naturade, Inc.
/s/ XXXX X. XXXXXXXX
----------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer
Assistant Secretary-Treasurer
Accepted and agreed:
/s/ XXXX X. XXXXXXX
------------------------
Xxxx X. Xxxxxxx
14-3
