EXHIBIT 10.33
AMENDMENT
TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement (the "Amendment") is made as
of February 26, 2004, by and between Jafra Worldwide Holdings (Lux) S.ar.l., a
Luxembourg societe a responsabilite limitee ("Worldwide"), Jafra Cosmetics
International, Inc., a Delaware corporation (the "Company") and Xxxxxxx
XxXxxxxxxx (the "Executive").
The parties to this Amendment agree as follows:
1. Amendment to Section 4(a). The first clause of the third sentence of
Section 4(a) of the Employment Agreement dated as of June 1, 1998 (the
"Employment Agreement") between Worldwide, the Company and the Executive is
hereby amended to read as follows:
"The Bonus Plan shall provide that, for each fiscal year of Employer
ending during the Employment Period (each such year, a "Bonus Year"),
(i) if Parent and its Subsidiaries (collectively, the "Company") achieve
100% of the EBITDA target established by the Board for such Bonus Year
(the "EBITDA Target"), Executive shall be entitled to an annual
incentive bonus for such Bonus year equal to 60% of his Base Salary,"
2. Entire Agreement. This Amendment, together with the Employment
Agreement, constitutes the entire agreement between the parties hereto with
respect thereto. Except as expressly amended hereby, the Employment Agreement
shall remain in full force and effect. Capitalized terms used herein but not
otherwise defined shall have the same meaning as set forth in the Employment
Agreement.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
its conflict of laws rules.
4. Counterparts. This Amendment may be executed in one or more
counterparts that, together, shall constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the first date written above.
JAFRA WORLDWIDE HOLDINGS (Lux),
S.ar.L
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx, III
Title: Vice Chairman, Executive Vice
President and General Counsel
JAFRA COSMETICS INTERNATIONAL, Inc.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx, III
Title: Vice Chairman, Executive Vice
President and General Counsel
EXECUTIVE
/s/ Xxxxxxx XxXxxxxxxx
------------------------------------
Xxxxxxx XxXxxxxxxx
