EXHIBIT 10.52
Agreement
THIS AGREEMENT (the "Agreement") is made effective the 20/th/ day of
September, 2000 by and among Nutrition For Life International, Inc., a Texas
corporation ("NFLI"), Advanced Nutraceuticals, Inc., a Texas corporation
("ANII"), Xxxxx X. Xxxxxxxx ("Xxxxxxxx"), Xxxxx X. Xxxxx ("Xxxxx"), Xxxxxxx X.
XxXxxxxxx ("XxXxxxxxx"), Xxxx Xxxxxxx ("Xxxxxxx") and Xxxxxxx Xxxxx ("Xxxxx").
Messrs. Bertrand, Loder, XxXxxxxxx and Xxxxx and Xx. Xxxxxxx are sometimes
referred to collectively as the "Principals."
Recitals
A. In November 1999, NFLI entered into Employment Agreements with
Xxxxxxxx (the "Xxxxxxxx Employment Agreement"), Xxxxx (the "Xxxxx Employment
Agreement"), Mitcham (the "Mitcham Employment Agreement") and Xxxxx (the "Xxxxx
Employment Agreement") for one year periods. In November 1999, NFLI commenced
its employment of XxXxxxxxx on an at will basis (the "XxXxxxxxx Employment
Arrangement").
B. In March 2000, NFLI reorganized into a holding company structure and
NFLI became a wholly owned subsidiary of ANII. Xxxxxxxx, Loder, McGonegal,
Mitcham and Xxxxx continued to be employed by NFLI, but, as a result of the
holding company reorganization, are currently shareholders of ANII. Each of the
Principals owns in excess of 1% of the outstanding ANII common stock. In
addition to their shareholdings, each of the Principals owns options to purchase
ANII common stock.
X. Xxxxxxxx is Vice Chairman of the Board of Directors of ANII, and Vice
Chairman of the Board of Directors, Chief Executive Officer and President of
NFLI. Xxxxx is Vice President of Corporate Development of both ANII and NFLI.
XxXxxxxxx is Senior Vice President of Corporate Development of both ANII and
NFLI. Mitcham is Secretary and Director of ANII and the Executive Vice
President, Secretary and Director of NFLI. Xxxxx is Chairman of the Board of
Directors, Chief Executive Officer and President of ANII and Chairman of the
Board of Directors of NFLI.
D. ANII and NFLI have recently incurred substantial losses and the
financial condition of the two corporations has weakened. Each of the Principals
has agreed to reductions in compensation in order to improve the results of
operations and financial condition of NFLI and ANII.
E. The fiscal year of ANII and NFLI ends on September 30, 2000 and the
principals believe that it is desirable to confirm the reduction in
compensation, and that no amounts are due and owing by NFLI or ANII to them.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements herein contained, the parties covenant, promise and agree to and with
each other as follows:
1. Xxxxxxxx. Xxxxxxxx acknowledges his agreement with the other
Principals, NFLI and ANII that:
(a) Through the date of this Agreement, no amounts are due to him
from NFLI or ANII pursuant to the Xxxxxxxx Employment Agreement. Although his
stated monthly salary was $25,000 in the Xxxxxxxx Employment Agreement, and he
has received less than $25,000 per month during the Term of the Xxxxxxxx
Employment Agreement, he is waiving any amounts that were not paid. He
understands that (a) this waiver is permanent, (b) no amounts are being accrued
as compensation payable to him on the books and records of NFLI and ANII, and
(c) his waiver is a permanent relinquishment of rights to this compensation.
(b) Xxxxxxxx'x current salary is $120,000 per year, which salary will
be paid to him in accordance with NFLI's customary payroll practices through
October 31, 2000 (which was the expiration of the Term of the Xxxxxxxx
Employment Agreement). Xxxxxxxx waives his right to receive the higher salary
amount which would otherwise be due to him pursuant to the Xxxxxxxx Employment
Agreement for the period from September 20, 2000 through October 31, 2000.
(c) The Xxxxxxxx Employment Agreement is terminated effective the
date of this Agreement.
2. Xxxxx. Xxxxx acknowledges his agreement with the other Principals,
NFLI and ANII that:
(a) Through the date of this Agreement, no amounts are due to him
from NFLI or ANII pursuant to the Xxxxx Employment Agreement. Although his
stated monthly salary was $8,333 in the Xxxxx Employment Agreement, and he has
received less than $8,333 per month during the Term of the Xxxxx Employment
Agreement, he is waiving any amounts that were not paid. He understands that (a)
this waiver is permanent, (b) no amounts are being accrued as compensation
payable to him on the books and records of NFLI and ANII, and (c) his waiver is
a permanent relinquishment of rights to this compensation.
(b) Xxxxx'x current salary is $12,000 per year, which salary will be
paid to him in accordance with NFLI's customary payroll practices through
October 31, 2000 (which was the expiration of the Term of the Xxxxx Employment
Agreement). Xxxxx waives his right to receive the higher salary amount which
would otherwise be due to him pursuant to the Xxxxx Employment Agreement for the
period from September 20, 2000 through October 31, 2000.
(c) The Xxxxx Employment Agreement is terminated effective the date
of this Agreement.
3. XxXxxxxxx. XxXxxxxxx agrees that:
(a) Through the date of this Agreement, no amounts are due to him
from NFLI or ANII pursuant to the XxXxxxxxx Employment Arrangement. Although his
previously agreed upon monthly salary was $10,000 in the XxXxxxxxx Employment
Arrangement, and he has received less than $10,000 per month since inception of
his employment, he is waiving any amounts that were not paid. He understands
that: (i) this waiver is permanent, (ii) no amounts are being accrued as
compensation payable to him on the books and records of NFLI and ANII, and (c)
his waiver is a permanent relinquishment of rights to this compensation.
(b) McGonegals's current salary is $100,000 per year, which salary
will be paid to him in accordance with NFLI's customary payroll practices
through October 31, 2000.
-2-
4. Mitcham. Mitcham acknowledges her agreement with the other Principals,
NFLI and ANII that:
(a) Through the date of this Agreement, no amounts are due to her
from NFLI or ANII pursuant to the Mitcham Employment Agreement. Although her
stated monthly salary was $23,500 in the Mitcham Employment Agreement, and she
has received less than $23,500 per month during the Term of the Mitcham
Employment Agreement, she is waiving any amounts that were not paid. She
understands that (a) this waiver is permanent, (b) no amounts are being accrued
as compensation payable to her on the books and records of NFLI and ANII, and
(c) her waiver is a permanent relinquishment of rights to this compensation.
(b) Mitcham's current salary is $120,000 per year, which salary will
be paid to her in accordance with NFLI's customary payroll practices through
October 31, 2000 (which was the expiration of the Term of the Mitcham Employment
Agreement"). Mitcham waives her right to receive the higher salary amount which
would otherwise be due to her pursuant to the Mitcham Employment Agreement for
the period from September 20, 2000 through October 31, 2000.
(c) The Mitcham Employment Agreement is terminated effective the date
of this Agreement.
5. Xxxxx. Xxxxx acknowledges his agreement with the other Principals,
NFLI and ANII that:
(a) Through the date of this Agreement, no amounts are due to him
from NFLI or ANII pursuant to the Xxxxx Employment Agreement. Although his
stated monthly salary was $10,000 in the Xxxxx Employment Agreement, and he has
received less than $10,000 per month during the Term of the Xxxxx Employment
Agreement, he is waiving any amounts that were not paid. He understands that (a)
this waiver is permanent, (b) no amounts are being accrued as compensation
payable to him on the books and records of NFLI and ANII, and (c) his waiver is
a permanent relinquishment of rights to this compensation.
(b) Xxxxx'x current salary is $84,000 per year, which salary will be
paid to him in accordance with NFLI's customary payroll practices through
November 16, 2000 (which was the expiration of the Term of the Xxxxx Employment
Agreement). Xxxxx waives his right to receive the higher salary amount which
would otherwise be due to him pursuant to the Xxxxx Employment Agreement for the
period from September 20, 2000 through October 31, 2000.
(c) The Xxxxx Employment Agreement is terminated effective the date
of this Agreement.
6. Governing Law. This Agreement, its validity, interpretation and
enforcement, shall be governed by the laws of the State of Texas.
7. Assignment and Binding Effect. This Agreement shall be binding upon
each of the Principals, NFLI and ANII, and the benefits and burdens shall inure
to their respective representatives, successors and assigns.
8. Headings. The headings in this Agreement are for convenience only,
they form no part of this Agreement and shall not affect its interpretation.
-3-
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
the day and year first above written.
ADVANCED NUTRACEUTICALS, INC. NUTRITION FOR LIFE INTERNATIONAL, INC.
By:________________________________ By:________________________________
Name:______________________________ Name:______________________________
Title:_____________________________ Title:_____________________________
___________________________________ ___________________________________
Xxxxx X. Xxxxxxxx, Individually Xxxxx X. Xxxxx, Individually
___________________________________ ___________________________________
Xxxxxxx X. XxXxxxxxx, Individually Xxxx Xxxxxxx, Individually
___________________________________
Xxxxxxx Xxxxx
-4-
