AGREEMENT
AGREEMENT made as of the 2nd day of January, 1997 (the "Effective Date"),
by and among Natural Health Trends Corp. ("NHTC"), Health Wellness Nationwide
Corporation ('Health Welness"), both of which are Florida corporations having
offices at 0000 Xxxx Xxxxxx Xxxx, xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000, and
Xxxxxxxx Xxxxxx ("Xxx. Xxxxxx") and Xxxxxxx Xxxxxx, M.D. ("Xx. Xxxxxx"), both
residing at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx (Xx. Xxxxxx and Xxx. Xxxxxx
are sometimes collectively referted to as the "Haimeses").
WITNESSETH
WHEREAS, Xxx. Xxxxxx and Xx. Xxxxxx have each previously entered into
separate Employment Agreements, each dated January 18, 1996, f'or a term of
three (3) years (collectively, the "Employment Agreements" and individlally the
"Employment Agreement");
WHEREAS, Health Wellness and Xxx. Xxxxxx have previously entered into an I
Amendment to Xxx. Xxxxxx' Employment Agreement dated June , 1996 (the "June
Amendment"); and
WHEREAS, NHTC and Health WeIlness and Xxx. Xxxxxx and Xx. Xxxxxx have
irreconciliable differences with each other.
NOW THEREFORE, in mutual consideration as hereinafter set forth, the
parties heretofore agree as follows:
1. Termination.
1.1 Each of the Employment Agreements together wth the June Amendment are
hereby terminated and canceled. This Agreement represents the sole Employment
agreement among the parties, and the parties shall have no obligations, rights
or duties to the other parties to this Agreement, except as otherwise provided
herein.
1.2 Upon the execution of this Agreement, Xx. Xxxxxx shall (i) submit his
resignation from the Board of Directors of NHTC to the Board of Directors of
NHTC, and (ii) resign as President of Health Wellness. The Board of Directors
shall ratify and approve this agreement both for Health Wellness and NHTC.
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2. Xxxxxxx Xxxxxx.
2.1 As of the Effective Date Xx. Xxxxxx will be an employee of Health
Wellness and NHTC, as provided herein, for a term of two (2) years, commencing
on the Effective Date through the close of business on December 31, 1998.
2.2 Health Wellness shall pay a salary to Xx. Xxxxxx of $90,000 per annum,
payable weekly for which Xx. Xxxxxx shall render medical consulting services and
patient care to Health Wellness on Tuesday and Wednesday of each week, for a
total of one hundred four (104) days per year with hours from 9:00 a.m. to 5:00
p.m. with one hour for lunch. It is further agreed that If Xx. Xxxxxx is unable
to render services on such designeated days due to his illness or work
referenced below of for any other reason of unavailability, he shall make up
such days as soon as is practicable. In the event that Dr. H'aimes does not
perform services for at least one hundred four (104) days in any calendar year
for Healthh Wellness, Xx. Xxxxxx shall be required to immediatly reimburse
Health Wellness by the 15th day of January succeeding the previous year for
compensation he previously received for such days. Xx. Xxxxxx further agrees to
perform up to an additional twenty (20) days of non-office medical or business
related work for Health Wellness and NHTC, provided that he is compensated at
the rate of $865.39 per day payable weekly. If Xx. Xxxxxx is required to travel
for the purpose of Health Wellness business his reasonable documented
out-of-pocket travel expenses will be reimbursed by Health Wellness or NHTC
within 10 days of presentment of expenses.
2.3 Xx. Xxxxxx shall be employed by Health Wellness as a practicing
physician engaged in the practice of medicine, with a specific obligation to
provide care for patients at the facility of Health Wellness, located at 0000
Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx. Further, Xx. Xxxxxx shall perform
such care of patients and such other duties as are consistent with his medical
career and the direction of the Director of Operations or Health Wellness, the
Board of Directors of NHTC and/or its executive officers. Matters considered by
either party to have consequences shall be in writting.
2.4 Xx. Xxxxxx shall be entitled to participate in NHTC's medical insurarce
plan as currently provided by Principal Health Care of Florida or as otherwise
provided by NHTC to its employees. In addition to payment of Dr. and Xxx.
Xxxxxx' medical insurance and malpractice insurance, NHTC will pay premiums for
the exsisting life insurance policy, during the term of Xx. Xxxxxx' employment,
on the life of Xx. Xxxxxx in the amount of S 1,000,000 provided that he
continues to be insurable at or about the current rate with Xxx. Xxxxxx as
beneficiary and owner of the policy.
2.5 In the event of the death of either Xxxxxxxx Xxxxxx or Xx. Xxxxxx, the
salary payable hereunder shall be paid to the estate or trust of the deceased
employee for the term of this Agreement. Health Wellness shall have the eight to
procure life insuranc, f or its benefit on the lives of each of the Haimeses and
the Haimeses agree to cooperate with Health Wellness in obtaining such
insurance.
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3. In the event that Xx. Xxxxxx fails to follow the written direction of the
Director of Operations of Health Weliness, the Board of Directors of NHTC and/or
its executive officers without good cause, or he engages in any illegal activity
pursuant to the laws of the State of Florida or any Federal Laws (medical), or
his license to practice medicine is revoked or suspended, NHTC's obligations
pursuant to this Agreement shall be terminated. Nothing herein contained shall
terminate Xx. Xxxxxx' obligations pursuant to Section 5, 6, and 7 of this
Agreement.
4. Xxxxxxxx Xxxxxx
4.1 Xxx. Xxxxxx shall be retained as a consultant, independent contractor,
to NHTC and Health Wellness. As such consultant, she will render services to
NHTC and/or Health Wellness at the direction of the Board of Directors of NHTC
and/or its Chief Executive Officer. In no event shall such consulting services
be required of Xxx. Xxxxxx for a period of more than one day per month. However,
notwithstanding the foregoing, there is no obligation on behalf of either Health
Wellness or NHTC to require consulting services to be performed by Xxx. Xxxxxx,
nor is it a condition of payments, hereinafter set forth, to be made to her
during the term of two 2) years from the date thereof.
4.2 As compensation for such consulting services, Mrs.. Xxxxxx shall be
paid $310,000 per annum payable in weekly installments.
4.3 Xx. Xxxxxx shall be an independent contractor, and this Agreement shall
not be construed as creating any partnership, joint venture or any other form of
joint operation or organization wherein the parties hereto are deemed to be
partners, or to cause NHTC or Health Wellness to be responsible in any way for
the debts, liabilities or obligations of Xxx. Xxxxxx or any other party. Xxx.
Xxxxxx shall receive health insurance. As consideration of termination of her
Employment Agreement with Health Wellness and NHTC, Xxx. Xxxxxx shall receive
20,000 shares of stock of NHTC together with 2% of the gross revenues up to
$2,000,000 of the medicine and Lifestyles Clinic located solely at its clinic at
0000 Xxxxx Xxxxxxx Xxxxxxx, (xxx xxxxxx), Xxxx Xxxxx, Xxxxxxx for a period of
five years commencing January 1, 1999 through December 1,2003. This provision
shall survive through December 31, 2003. The salaries in paragraphs 2.2, 4.2,
and 4.4 are based upon annual revenues from the operation of the clinic located
at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx, excluding revenue from
Rejuvenation Unlimited. If said gross annual revenue is less than $ 1.0 million,
then the payments due pursuant to section 2,2, 4,2, and 4.4 shall be equal to
thirty three and one third (33 1/3'%) percent multiplied by such gross revenues.
Within ten (10) days of the date of the calculation, the Haimeses shall make a
payment to NHTC equal to the difference between the aggregate amounts received
by the Haimeses for such period less the result of the calculation. Thereafter,
the payments due to the Haimeses pursuant to Sections 2.2, 4.2, and 4.4 shall be
based upon the result of the calculation, provided, however, in no event shall
the payments due to the Haimeses be increased to an amount exceeding the amounts
presently set forth in Sections 2.2, 4.2, and 4.4. This calculation shall be
made twice annually. The accounting practices shall remain the same and no
business or patients shall be transferred or referred to other clinics.
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5. Global Settlement. The parties agree that in calculating and debiting monies
due each other to the other, that both parties agree that numbers do not warrant
an accounting as they (the numbers) are approximately equal. The parties agree
that with the payment of the February lease payment for the 1996 red Mercedes
Benz 320 SL and the payment of approximately $ 6,000.00 for the salary of Xxxx
Xxxxxx NHTC through February 14, 1997, Dr. and Xxx. Xxxxxx shall not owe monies
to NHTC and NHTC shall not owe monies to Dr. and Xxx. Xxxxxx except the salaries
set forth herein. 5.1 Title VII. The Haimeses hereby release Health Wellness and
NHTC from any claims under the Age Discrimination in Employment Act of 1967 and
Title VII of the Civil Rights Act of 1964, as amended.
5.2 Advice of Counsel. The Haimeses acknowledge and agree that they have
had at least seven (7) days from the date that they first received this
Agreement to obtain the advice and counsel of the legal representatives of their
choice concerning it and its terms and to decide whether to agree to it and each
of its terms. The Haimeses acknowledge that they have taken advantage of this
opportunity to obtain legal advice from their attorney, have carefully read and
fully understand all of the provisions of this Agreement, and that they are
entering into this Agreement knowingly and voluntarily in exchange for good and
variable consideration. In addition, the Haimeses acknowledge that they shall
have an additional twenty one (21) days from the date hereof to further consult
with their attorney and shall have the right to revoke this Agreement through
such as provided in Section 5.3.
5.3 Revocation. Each of the Haimeses understands and agrees that they have
twenty one (21) calendar days after they sign this Agreement to revoke it, and
this Agreement shall not become effective and enforceable until after the
passage of this twenty one (21) day period.
6. Confidential Information; Non-Competition: Discoveries.
6.1 Confidential Information. Each of the Haimeses shall not, at any time
for three (3) years during or following termination or expiration of the term of
this Agreement, directly or indirectly, disclose, publish or disclose to any
person, or appropriate, use or cause, permit or induce any person to appropriate
use, any proprietary, secret or confidential information of NHTC and/or Health
Wellness including, without limitation, knowledge or information relating to its
discoveries, inventions, copyrights, trade secrets, business methods, the names
or requirements of its customers or the prices, credit or other terms extended
to is customers, all of which each of the Haimeses agrees are and will be of
great value to NHTC and/or Health Wellness and shall at all times be kept
confidential. Upon termination or expiration of this Agreement, each of the
Haimeses shall promptly deliver or return to NHTC and/or Health Wellness all
materials of a proprietary, secret or confidential nature relating to NHTC
and/or Health Wellness together with any other property of NHTC and/or Health
Wellness which may have therefore been delivered to or may then be in possession
of each of the Haimeses.have therefore been delivered to or may then be in
possession of each of the Haimeses.
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6.2 Non-Competition. During the term of Xx. Xxxxxx' employment and for
three-year period thereafter, each of the Haimeses shall not, without the prior
consent of NHTC and/or Health Wellness in each instance, directly or indirectly,
in any manner or capacity whether for himself or any other person and whether as
proprietor, principal, owner, shareholder, partner, investor, director, officer,
employee, representative, distributor, consultant, independent contractor or
otherwise, engage or have any interest in any entity which is engaged in any
business or activity which competes, directly or indirectly, with any business
or activity then or theretofore conducted or engaged in by NHTC and/or Health
Wellness including any business within a radius of 10 miles from the Clinic at
0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx or a business which NHTC and/or
Health Wellness then plans to engage in or conduct. Notwithstanding the
foregoing, the Haimeses may at any time own in the aggregate as a passive (but
not active) investment not more than 5% of the stock or other equity interest of
any, publicly traded entity which so competes with NHTC and/or Health Wellness.
Notwithstanding the foregoing, Dr. and Xxx. Xxxxxx may maintain and work at
their interests in the following: Wellness international (independent marketing
distributor),Fitness for You, all endorsements and books, formula technologies
(Utah projects). So long as the Xxxxx Amendment or other similar law is
applicable, Xx. Xxxxxx shall not refer patients to Fitness For You.
6.3 Discoveries etc. The Haimeses shall promptly disclose to NHTC and/or
Health Wellness, or its nominee, any and all, and all knowledge of, designs
inventions, discoveries and medical protocol conceived or made by the Haimeses
during the term of this Agreement and related to the business or activities of
NHTC and/or Health Wellness, and without further compensation, hereby assigns
and agrees to execute any and all instruments of assignment hereafter necessary
in order to assign all of their interests therein to NHTC and/or Health Wellness
or its nominee. Whenever requested to do so by NHTC and/or Health Wellness, the
Haimeses shall execute any and all applications, assignments and other
instruments and documents which NHTC and Health Wellness may deem necessary to
apply for and obtain letters patent in the United States or any foreign country
or otherwise to protect NHTC and/or Health Wellness' interests therein.
6.4 Reasonableness. Each of the Haimeses agree that each of the provisions
of this Section 6 is reasonable and necessary for the protection of NHTC and/or
Health Wellness; that each such provision is and is intended to be divisible;
that if any such provision (including any sentence, clause or part) shall be
held contrary to law or invalid or unenforceable in any respect in any
jurisdiction, or as to any one or more periods of time, areas or business
activities, or any part thereof, the remaining provision shall not be affected
but shall remain in full force and effect as to the other and remaining parts;
and that any invalid or unenforceable provision shall be deemed, without further
action on the part of the parties hereto, modified, amended and limited to the
extent necessary to render the same valid and enforceable in such jurisdiction.
Each of the parties further recognizes and agrees that any violation of any of
his agreements would cause such damage or injury to the other party as would be
irreparable and the exact amount of which would be impossible to ascertain and
that, for such reason, among others, each party shall be entitled, as a matter
of course, to injunctive relief from any court of competent jurisdiction
restraining any further violation. Such right to injunctive relief shall be
cumulative and in addition to, and not in limitation of, all other rights and
remedies which each party may possess.
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6.5 Survival. The provisions of this Agreement shall survive the expiration
or termination of this Agreement for any reason.
7. Miscellaneous. 7.1 Xxxxxxxx Xxxxxx is a lessee of a 1996 Mercedes Benz 320SL.
NHTC has agreed to pay the unexpired portion of the lease on a monthly basis;
which lease expires April 26, 1999. NHTC further agrees that it will endeavor to
have Xxxxxxxx Xxxxxx removed from the lease thereby having no financial
responsibility to Mercedes Benz Credit Corp. Xxxxxxxx Xxxxxx will deliver
possession of the vehicle to NHTC upon the execution of this Agreement and NHTC
shall indemnify Xxxxxxxx Xxxxxx for any loss resulting from its lease including
costs and attorneys fees. I
7.2 Notices. All notices under this Agreement shall be in writing and shall
be deemed to have been duly given in personally delivered against receipt or if
mailed by first class registered or certified mail, return receipt requested,
addressed to NHTC and/or Health Wellness, attention: Chairman, President or
Secretary, and to the Haimeses, at their respective addresses set forth on the
first page of this Agreement, or to such other person or address as may be
designated by like notice hereunder. Any such notice shall, be deemed to have
been given on the day delivered, if personally delivered, or on the second day
after the date of mailing if mailed.
7.3 Parties in Interest. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
heirs, legal representatives, successor and assigns, but no other person shall
acquire or have any rights under or by virtue of this Agreement and the
obligations of each of the Haimeses under this Agreement may not be assigned or
delegated.
7.4 Governing Laws Severability. This Agreement shall be governed by and
construed and enforced in accordance with the laws and decisions of the State of
Florida applicable to contracts made and to be performed therein without giving
effect to the principles of conflict of laws. In addition to the provisions of
paragraph 6.4 above, the invalidity or unenforceability of any other provision
of this Agreement, or the application thereof to any person or circumstance, in
any jurisdiction shall in no way impair, affect or prejudice the balance of this
Agreement, which shall remain in full force and effect, or the application
thereof to other persons and circumstance.
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7.5 Entire Agreement: Modification: Waiver. This Agreement contains the
entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior negotiations and oral
understandings, if any. Neither this Agreement nor any of its provisions may be
modified, amended, waived, discharged or terminated, in whole or in part, except
in writing signed by the party to be charged. No waiver of any such provision or
any breach of or default under this Agreement shall be deemed or shall
constitute a waiver of any other provisions, breach or default.
7.6 Representations by Counsel. Each party acknowledges that they have been
represented by counsel in connection with the negotiation and preparation of
this Agreement Xxxx Xxxxxx represents that he is authorized to enter into this
Agreement on behalf of NHTC and Health Wellness.
7.7 Should Health Wellness fail to abide by the terms of this agreement in
making the payment hereunder then in that event. NHTC shall pay same.
7.8 Venue shall be in Palm Beach County, Florida.
7.9 Prevailing party shall be entitled to attorneys fees and court costs
arising from any litigation regarding this Agreement.
7.10 Xxxxxxxx Xxxxxx shall be allowed to remove her personal property,
personal effects, art work under the supervision of an employee of NHTC or
Health Wellness within twelve (12) days from the date of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on January 2,
1997
/s/ Xxxxxxx Haimes_________________
XXXXXXX XXXXXX, M.D.
/s/ Samantha Haimes________________
XXXXXXXX XXXXXX
HEALTH WELLNESS
NATIONWIDE CORP.
By: /s/ Xxxx Heller________________
Name: Xxxx Xxxxxx
Title: President
NATURAL HEALTH TRENDS CORP.
By:/s/ Xxxx Heller_________________
Name: Xxxx Xxxxxx
Title: President
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