EXHIBIT 10.26
EMPLOYMENT AGREEMENT
This Agreement is made and entered into this 7th day of August 1999, by
and between BeautiControl ("Company") with offices at 0000 Xxxxxx Xxxx,
Xxxxxxxxxx Xxxxx 00000 and Xxxxxx X'Xxxxxxx Xxxxxx ("Employee") who
resides at [ deleted for confidentiality ].
NOW, THEREFORE in consideration of the premises and mutual covenants
contained in this agreement the parties agree as follows:
1. Xxxxxx X'Xxxxxxx Xxxxxx shall be employed by BeautiControl in the
position of President and Chief Operating Officer effective
September 1, 1999. She will be given the authority consistent with
her position to make decisions and implement those decisions.
2. BeautiControl agrees to pay Employee on or before September 1, 1999
a signing bonus of $200,000.
3. Employee will receive a base salary of $450,000.00 per year.
4. It is agreed that Employee will have an annual bonus Potential of
1OQ% of base salary with 50% of that number as a guaranteed bonus to
be paid on before 30 days following the closing of Company's fiscal
year. The remainder shall be subject to mutually set detailed bonus
parameters based on an expectation of 10% top line growth and
profitability in the core business for fiscal year 2000.
5. BeautiControl agrees to pay Employee on Emp1oyee's last day of
employment with Company an exit guarantee of eighteen (18) months of
base salary of $450,000 or Employee's current salary whichever is
higher should BeautiControl elect not to undertake to employ
Employee after this agreement is signed or to terminate Ernp1oyee's
employment or make continued employment ineffectual unless Employee
is found guilty of fraud or a criminal offense directly related to
her employment.
6. BeautiControl agrees to grant Employee effective September 1, 1999
an initial grant of 500,000 shares of stock options on BeautiControl
stock at current market price on September 1, 1999 with 250,000 of
said options vesting at 33 1/3% each year over three years and
250,000 of said stock options vesting at 20% per year over five
years. Employee will remain eligible for grants of additional stock
options.
7. Should there be a change of control in the Company ("change of
control"), it is agreed that the annual bonus referred to in Item
Four above will be paid at 100% for the fiscal year during which
such change of control or sale of interest occurs. It is also agreed
that the stock options referred to in Item Six above will
immediately become 100% vested and exercisable upon a change of
control in or sale of interest in the Company. The exit guarantee
as set forth in Item Five will be immediately payable to Employee
should either Employee or the new control entity determine that
Employee's employment not continue at the time such change of
control in or sale of interest occurs.
8. Immediately, upon Employee's employment, the BeautiControl Board of
Directors will convene to vote upon appointment of Employee to the
Board of Directors,
9. A Company automobile will be provided (a Mercedes 400 or equivalent
at Emp1oyee's discretion). Company agree to bear all expenses
related to the lease, insurance, maintenance and operating expenses
of said vehicle.
10. Employee will be immediately eligible to participate in Company's
401k program
11. Employee and Employee's spouse will be immediately eligible to
participate in Company's medical and dental plans with Employee's
coverage to be provided at no cost to Employee.
12. Company agrees to provide Employee with Term Life Insurance in
amount not less that one million dollars; Additional Accidental
Death and Dismemberment coverage of at least $800,000; Business
Travel Accident Insurance coverage of at least $500,000; and
Personal Excess Liability Insurance of at least $5 million with
coverage equal to the attached Exhibit A at no cost to Employee.
Company also agrees to provide Medical Leave in the amount of 100%
of salary for six months paid by Company and Long Term Disability
coverage of at least 60% of salary with a $20,000 monthly maximum
benefit after six months of medical leave paid by Company or such
higher benefit as may be available under current Company benefit
plans.
13. Company will pay monthly dues for membership for Employee in the
country club where Employee currently belongs. Company also agrees
to pay for annual financial planning for Employee.
IN WITNESS WHEREOF, the parties hereto have caused his Agreement to he
executed by their duly authorized representative as of the date above
written.
BeautiControl Employee
/s/ /s/
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Xxxxxxx X. Xxxxx, President/CEO Xxxxxx X'Xxxxxxx Xxxxxx
/s/
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Xxxxxx X. Xxxxx, Chairman
