AMENDMENT NO. 1 TO FOUNDER COMPENSATION AGREEMENT
AMENDMENT NO. 1 to the Founder Compensation Agreement (this
"Amendment"), dated as of April 8, 2001, by and between Lexxus International,
Inc., a Delaware corporation ("Lexxus"), Natural Health Trends Corp, a Florida
corporation ("NHTC"), Xxxxxx Xxxxxxxx, and Xxx Xxxxxxxx (collectively referred
to herein as "Xxxxxxxx"), Xxxxxxx Xxxx ("Xxxx") and Xxxx Xxxxxxx ("Xxxxxxx").
WHEREAS, Lexxus, NHTC, Xxxxxxxx, Xxxx and Xxxxxxx are parties to that
certain Founders Compensation Agreement, dated as of April 8, 2001, a copy of
which is attached hereto as Exhibit A (the "Existing Agreement") (capitalized
terms used herein and not otherwise defined shall have the respective meanings
sets forth in the Existing Agreement); and
WHEREAS, Lexxus, NHTC, Xxxxxxxx, Xxxx and Xxxxxxx have agreed to amend
the terms of the cash compensation payable to Xxxxxxxx, Xxxx and Xxxxxxx set
forth in the Existing Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Effective as of the date hereof, the Existing Agreement is hereby
amended as follows:
A. All references to services previously provided to Lexxus
and/or NHTC by Xxxxxxxx, Xxxx and Xxxxxxx shall be deleted in its
entirety.
B. The following new paragraph (d) shall be inserted under
Item 1. Cash Compensation:
(d) The obligation of Lexxus to pay Xxxxxxxx, Xxxx
and Xxxxxxx as set forth in this Section 1 is contingent upon
each of Xxxxxxxx, Xxxx and Xxxxxxx providing at least eighty
(80) hours of consulting services (the "minimum amount of
consulting services") to NHTC or Lexxus during each calendar
year. The consulting services shall include recruiting of new
distributors, training of distributors, support and assistance
at associate meetings, or other similar activities requested
by NHTC or Lexxus. Refusal or failure by any party to render
the minimum amount of consulting services by December 31st of
each calendar year will result in forfeiture of the cash
compensation due to them for the succeeding calendar year.
Payments of the cash consideration
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shall be reinstated at the end of the calendar year during
which the party provided the minimum amount of consulting
services required from prior years in addition to completion
of the minimum amount of consulting services for the current
year.
C. Section 7 of the Existing Agreement shall be deleted in its
entirety.
2. Amendment. Lexxus, NHTC, Xxxxxxxx, Xxxx and Xxxxxxx each agree that
this Amendment is not intended and shall not be deemed as an amendment of any
other term, condition, covenant or obligation or other provision of the Existing
Agreement, all of which shall remain in full force and effect.
3. Assignment. Except to the extent provided herein, no party hereto
may assign (by operation of law or otherwise) this Amendment or any of its
rights, interests, or obligations hereunder without the prior written consent of
the other party in its sole and absolute discretion.
5. Headings. The headings in this Amendment are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas without regard to principles of
conflicts of law.
7. Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(Signatures on following page)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
LEXXUS INTERNATIONAL, INC. NATURAL HEALTH TRENDS CORP.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx
Title: President Title: President
/s/ Xxxxxxx Xxxx /s/ Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxx Xxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxx /s/ Xxx Xxxxxxxx
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Xxxx Xxxxxxx Xxx Xxxxxxxx
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