Exhibit 10.1
AMENDED EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of February 1, 2006 by
Natural Health Trends Corp., a Delaware corporation (the "Company"), and Xxxxxxx
X. Xxxxxxx ("Employee") in which the parties agree as follows:
1.0 RECITALS
1.1 Through its subsidiaries, NHTC operates an international direct selling
organization (the "Organization") that distributes certain cosmetic, quality of
life, and other products through independent distributors worldwide.
1.2 Employee has experience and expertise in the area of advising direct
selling organizations in matters such as market development and product
expansion in Japan and throughout the world, has substantial knowledge of and
experience in the Organization's operations and products, and is willing to
continue his employment as President of Natural Health Trends Japan, Inc. and
provide additional advise and services to the Company.
1.3 The Company is willing to engage Employee as an employee on the terms
and conditions set forth herein.
1.4 Therefore, for good and valuable consideration, including the promises
made by each party and the acts taken in accordance therewith, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
2.0 ENGAGEMENT
2.1 The Company hereby engages Employee to act as President of Natural
Health Trends Japan, Inc. and render such further advise and services to the
Company as may be requested by the Company from time-to-time.
2.2 Employee hereby accepts this employment on the terms and conditions set
forth herein.
2.3 This Agreement amends and restates in their entirety and takes the
place of all other Employment Agreements between the Company, or any of its
subsidiaries, and Employee, effective February 1, 2006.
3.0 TERM
3.1 This Agreement will be effective as of February 1, 2006 (the
"Commencement Date"), and, unless modified by mutual written agreement of the
parties, shall continue for a term of three years, unless terminated earlier in
accordance with this Agreement (the "Term").
3.2 The Company may terminate this Agreement as follows:
3.2.1 Employee shall become insolvent, bankrupt or seek protection from
creditors,
3.2.2 Employee commits any dishonest or fraudulent act or is convicted of any
crime,
3.2.3 The Company becomes the subject of a governmental or regulatory action
seeking any penalty, sanction, or fine against the Company as a result of
actions undertaken at least in part by Employee, or
3.2.4 Employee commits any material breach of this Agreement, or
3.2.5 Upon ninety (90) days written notice to Employee of the Company's
intent to cancel this Agreement.
3.3 Employee may terminate this Agreement as follows:
3.3.1 The Company shall become insolvent, bankrupt or seek protection from
creditors,
3.3.2 The Company or an executive officer of the Company is convicted of any
crime,
3.3.3 Employee becomes the subject of a governmental or regulatory action
seeking any penalty, sanction, or fine against Employee as a result of actions
undertaken at least in part by the Company,
3.3.4 The Company commits any material breach of this Agreement, or
3.3.5 Upon ninety (90) days written notice to the Company of Employee's
intent to cancel this Agreement.
3.4 Upon expiration or termination, whichever shall first occur, the
Company shall pay for services rendered through the date of expiration or
termination.
4.0 COMPENSATION
4.1 In consideration of the services performed by Employee, the Company
agrees to pay Employee $16,000 per quarter, which upon request of Employee will
be paid in monthly installments of $5,333.33.
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4.2 Out-of-pocket expenses incurred by Employee and authorized and approved
by the Company in advance in writing shall be reimbursed by Company to Employee.
4.3 Employee shall submit statements to the Company not less frequently
than quarterly, and may submit such statements to the Company monthly, for
services rendered and out-of-pocket expenses reimbursable under this Agreement.
The Company shall pay approved invoices within ten (10) days of its receipt
thereof.
4.4 Each year during the term of this Agreement, the Executive shall
receive non-qualified stock options exercisable for an aggregate of 8,000 shares
of the Company's common stock ("Common Stock") at an exercise price equal to the
closing price of the Company's common stock on the date the options are issued,
as reported on the OTC Bulletin Board. The Options shall be granted pursuant to
the Company's 2002 Stock Plan (the "Plan") and subject to the terms and
conditions thereof.
4.5 The option to purchase 15,000 shares of the Common Stock that have
already been issued to Employee shall vest on the Commencement Date and are
exercisable from and after the Commencement Date through and until 90 days after
termination of this Agreement.
5.0 EMPLOYEE'S ACTIVITIES
5.1 Employee shall devote up to 8 days every quarter to the business and
affairs of the Company, when, where and as requested by the Company. Travel
time, telephone conferences, and time spent preparing for providing services
hereunder shall all qualify as time devoted to providing services hereunder.
5.2 If Employee spends more than 8 days in any quarter providing services
hereunder, then the Company shall compensate Employee for such extra days at the
rate of $2,000.00 per day.
5.3 Employee will travel to Japan at least once each year to attend and
participate in a distributor convention or other event designated by the Company
at least 60 days in advance. The Company will provide or reimburse round-trip
business-class or equivalent airfare to such event for Employee and Employee's
wife, if she attends the event with him. The Company will also provide hotel
accommodations at such event for Employee and his wife at a Four Seasons or
equivalent hotel.
5.4 Employee will travel to the Company's headquarters in Dallas, Texas,
once each quarter if and when requested by the Company with at least 15 days
advance notice. The Company will provide or reimburse round-trip business-class
or equivalent airfare to such event for Employee, as well as hotel
accommodations at a Four Seasons or equivalent hotel.
5.5 Employee shall keep and periodically provide to the Company a record
describing the work activities and hours of Employee as the Company shall
reasonably request.
6.0 CONFIDENTIALITY
6.1 "Confidential Information" means any and all technical, business,
financial or commercial information concerning the Company which is confidential
or proprietary or competitively sensitive and which is received from Employee,
whether before or after the date hereof, without regard to the form of the
disclosure, including without limitation:
6.1.1 Technical Information. All trade secrets, inventions, discoveries,
know-how, formulas, formulations, compositions, software, specifications,
patents, patent applications, drawing, schematics, processes, process
technologies, manufacturing techniques, tests, test results, research and
development, and similar non-public technical information;
6.1.2 Business, Financial and Commercial Information. All information
concerning the business, financial condition, results of operations, marketing
strategies, contracts with representatives, lists of Agents or representatives,
contracts with customers and prospective customers, lists of customers and
prospective customer representatives, costs, pricing, margins, terms of sales,
quantities, product plans, contracts, market information, purchase orders,
sources of supply, projections, confidential personnel information, and similar
non-public commercial information; and
6.1.3 Recordings. The contents of all notes, analyses, compilations,
contracts, records, report studies and extracts in every recordable form,
however and whenever arising, containing any Confidential Information.
6.2 Employee agrees that the Confidential Information will be used solely
in connection with Employee's services to the Company pursuant to this Agreement
and that he or she will hold the Confidential Information in strict confidence
and not communicate, disclose, divulge, disseminate, publish or transfer the
Confidential Information to any person except as expressly permitted hereby,
without the prior written consent of the Company.
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6.3 Employee agrees that all work product prepared by Employee in
connection with this Agreement, whether before or after execution of this
Agreement, will be subject to protection under federal copyright law,
constitutes "work-for-hire" and that all right, title, interest in such work
product are owned exclusively by the Company and that Employee has no rights
with respect thereto. Employee agrees to furnish all such work product to the
Company and execute and deliver to the Company all acknowledgements,
assignments, and other documents and take such other action as the Company may
deem necessary to vest all right, title, and interest in such work product with
the Company.
6.4 Employee agrees that the Company would not have an adequate remedy at
law and would be irreparably injured if Employee did not strictly perform his or
her obligations in accordance with the provisions of this Agreement. Employee
agrees that the Company shall be entitled to an injunction to require compliance
herewith. This remedy is in addition to any other right or remedy to which the
Company may be entitled at law or in equity and not as a limitation thereof.
7.0 GENERAL PROVISIONS
7.1 The failure or delay by any party in exercising any right, power, or
privilege under this Agreement will not operate as a waiver of such right,
power, or privilege.
7.2 This Agreement supersedes all prior agreements and understandings
between the parties, including agreements and understandings with Lexxus
International or any other subsidiary or affiliate of the Company, and
constitutes a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement signed by the parties.
7.3 Neither party may assign any of its rights under this Agreement without
the prior consent of the other party. This Agreement and all of its provisions
and conditions are for the sole and exclusive benefit of the parties to this
Agreement. No third parties are intended to be beneficiaries hereof.
7.4 This Agreement will be governed by the laws of the State of Texas as if
it were to be wholly performed within such State.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written-above.
THE COMPANY: EMPLOYEE:
NATURAL HEALTH TRENDS CORP.
By: /s/ XXXXXX X. XXXXX /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxx, CEO Xxxxxxx X. Xxxxxxx
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