EMPLOYMENT AGREEMENT
EXHIBIT 99.1
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 22nd day of
June, 2006, and retroactive to January 1, 2006, by and among Dirsamex, S.A. de C.V., a sociedad
anonima de capital variable organized and in good standing under the laws of the United Mexican
States (“Employer”), and Xxxxxxx Xxxxx Xxxxxxx (“Executive”).
RECITALS
A. Employer desires to employ Executive on the terms and conditions set forth herein;
B. Executive desires to accept such employment on the terms and conditions set forth in this
Agreement;
C. Employer and Executive agree that Executive will have a prominent role in the management of
the business, and the development of the goodwill, of Employer and its Affiliates (as defined
below) and will establish and develop relations and contacts with the principal customers and
suppliers of Employer and its Affiliates in the United States, Mexico, Latin America, Europe and
the rest of the world, all of which constitute valuable goodwill of, and could be used by Executive
to compete unfairly with, Employer and its Affiliates.
D. In the course of his employment with Employer, Executive will obtain confidential and
proprietary information and trade secrets concerning the business and operation of Employer and its
Affiliates in the United States, Mexico, Latin America, and the rest of the world that could be
used to compete unfairly with Employer and its Affiliates.
AGREEMENT
In consideration of the promises and the mutual covenants contained in this Agreement and for
other good and valuable consideration, Employer and Executive agree as follows:
1. Agreement to Employ; No Conflicts. Upon the terms and subject to the conditions of
this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment by
Employer. Executive represents that he is entering into this Agreement voluntarily and that his
employment and compliance with the terms and conditions of this Agreement will not conflict with or
result in the breach by him of any agreement to which he is a party or by which he may be bound.
2. Term; Position and Responsibilities.
(a) Term of Employment. Executive’s employment shall be for an unspecified term,
starting from its execution date (the “Term”).
(b) Position and Responsibilities. Initially, Executive shall serve as President of
Employer and have such duties and responsibilities as are customarily assigned to individuals
serving in such position and such other duties consistent with Executive’s title and position as
the Board of Directors of Employer (the “Board”) specifies from time to time. Executive shall
devote all of his skill, knowledge and working time to the conscientious performance of the duties
and responsibilities of such position, except for (i) vacation time as set forth in Section
6(c) and absence for sickness or other similar disability and (ii) to the extent that it
does not interfere with the performance of Executive’s duties hereunder and is in compliance with
Executive’s covenants and obligations under Sections 8 through 13, inclusive, (x) such reasonable
time as may be devoted to service on boards of directors of other corporations and entities and the
fulfillment of civic responsibilities and (y) such reasonable time as may be necessary from time to
time for personal financial matters.
(c) Additional Services. Executive shall also serve in such capacities as the Board
shall determine on behalf of Affiliates of Employer. It is understood that substantial amounts of
Executive’s time shall be devoted to providing services to world-wide Affiliates of Employer, and
Executive understands the commitment to significant travel time necessary to perform these
services. Executive acknowledges that he will remain at all times under the control and direction
of employer for any kind of activity or service rendered to Affiliates of Employer. The
compensation described in this Agreement represents Executive’s aggregate right to compensation for
services for Employer and all of its Affiliates.
(d) Secondment. As part of Executive’s employment with employer, it is contemplated
that Executive will be seconded to Jafra Cosmetics International, Inc., a Delaware corporation
(“Jafra”). During any secondment, Executive will remain exclusively employed by Employer, and will
participate only in benefit plans offered by Employer and not in any benefit plans or programs
offered by the entity to which he is assigned.
3. Base Salary. As compensation for the services to be performed by Executive during
the Employment Period, Employer shall pay Executive a base salary at an annualized rate of
$580,000, payable in installments on Employer’s regular payroll dates (the “Base Salary”). The
Board shall review Executive’s base salary annually, and in its sole discretion, may increase (but
may not decrease) such base salary from time to time based upon the performance of Executive, the
financial condition of Employer, prevailing industry salary levels and such other factors as the
Board shall consider relevant. This Base Salary is in addition to any legally required additional
benefits such as holiday bonuses.
4. Bonus. Employer may establish an annual bonus plan for its executive officers (the
“Bonus Plan”). During the Employment Period, Executive shall be entitled to participate in the
Bonus Plan in accordance with the generally applicable terms thereof as in effect from time to
time. As of January 1, 2006, Executive is eligible for Bonus according to the terms and conditions
outlined correspondence to Executive from Employer dated 16th May, 2006, a copy of which
has been given to the Employee.
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5. Employee Benefits. During the Employment Period, Executive shall be entitled to
participate in the pension, retirement, deferred compensation, savings, life, medical, dental,
disability and other welfare benefit plans maintained by Employer for its senior executives in
accordance with the terms thereof, as the same may be amended and in effect from time to time. The
benefits referred to in this Section 5 shall be provided to Executive on a basis that is
commensurate with Executive’s position and duties with Employer hereunder. Executive is not
entitled to any benefits offered by any entity to which he is seconded or otherwise assigned.
6. Perquisites and Expenses.
(a) General. During the Employment Period, Executive shall be entitled to participate
in all perquisite programs maintained by Employer for its senior executives, on a basis that is
commensurate with Executive’s position and duties with Employer hereunder and in accordance with
the terms thereof, as the same may be amended and in effect from time to time.
(b) Business Travel, Lodging, etc. Employer shall reimburse Executive for reasonable
travel, lodging, meal and other reasonable expenses incurred by him in connection with his
performance of services upon submission of evidence, satisfactory to Employer, of the incurrence
and purpose of each such expense and otherwise in accordance with Employer’s business travel and
expense reimbursement policy applicable to its senior executives as in effect from time to time.
(c) Vacation. Executive shall be entitled to a number of weeks of paid vacation on an
annualized basis, without carryover accumulation, equal to the number of weeks of paid vacation per
year applicable to senior executives of employer in accordance with its vacation policy as in
effect from time to time.
(d) Taxes. If Executive pays any foreign taxes, a reimbursement will be made to
Executive. However, any foreign tax credits that Executive may accumulate for the period of his
assignment will be used to offset Employer’s liabilities accumulated on his behalf. Further, in
the event that Executive’s tax return indicates excess foreign tax credits which can be carried
forward to future tax years or carried back to offset a prior year’s tax liability, or Executive
receives a refund for payment of excess taxes, Executive agrees that he will repay to Employer tax
benefits realized from the utilization of such offset.
7. Termination of Employment.
(a) Termination Due to Death or Disability. In the event that Executive’s employment
hereunder terminates due to his death or is terminated by Employer due to Executive’s Disability
(as defined below), no termination benefits shall be payable to or in respect of Executive except
as provided in Section 7 (f) (ii). For purposes of this Agreement, “Disability” shall mean a
physical or mental disability that prevents or is reasonably expected to
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prevent the performance by
Executive of the essential functions of his position, with or without reasonable accommodation, for
a continuous period of six months or longer.
(b) Termination by Employer for Cause. Executive may be terminated by Employer for
Cause (as defined below) during the term provided that with respect to Sections 7(b)(i),
(ii) and (iv) below, Executive shall have been given prior written notice of any proposed
termination of his employment for Cause, which notice specified in reasonable detail the
circumstances claimed to provide the basis for such termination, and Executive shall not have made
reasonable effort to correct such circumstances, satisfactory to the Board, within 30 days of
receipt of such written notice. For purposes of this Agreement, “Cause” shall mean (i) the willful
failure of Executive substantially to perform his duties hereunder (other than any such failure due
to Executive’s physical or mental illness), (ii) Executive’s engaging in willful and serious
misconduct that has caused or is reasonably expected to result in material injury to Employer or
any of its Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo
contendere or the equivalent under Mexican law to a crime that constitutes a felony (iv) the
willful and material breach by Executive of any of his obligations hereunder or under any other
written agreement or covenant with Employer or any of its Affiliates, or (v) infringement of
article 47 of the Federal Labor Law.
(c) Termination by Executive for Good Reason. Executive may terminate his employment
for any reason. A termination of employment by Executive for “Good Reason” shall mean a
termination by Executive of his employment during the Term following the occurrence, without
Executive’s consent, of any of the following events: (i) the assignment to Executive of duties that
are significantly different from, and that result in a substantial diminution of, the duties
described in this Agreement, or (ii) the failure of Employer to obtain the assumption of this
Agreement by any Successor (as defined below) to Employer as contemplated by Section 15,
provided in any such case that within 30 days of Executive’s becoming aware of the
occurrence of any such event, Executive shall have delivered written notice to Employer of his
intention to terminate his employment for Good Reason, which notice specifies in reasonable detail
the circumstances claimed to provide the basis for such termination, and Employer shall not have
made reasonable effort to correct such circumstances, to the satisfaction of Executive, within 30
days of receipt of such written notice.
(d) Termination Without Cause. A termination “Without Cause” shall mean a termination
of Executive’s employment during the Term other than described in Section 7(a), (b) or (c).
(e) Notice of Termination. Any termination of Executive’s employment during
the Term pursuant to Section 7 communicated in writing stating that Executive’s employment
with Employer has been or will be terminated and the specific provisions of this Section 7
under which such termination is being effected.
(f) Payments Upon Certain Terminations.
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(i) In the event of a termination of Executive’s employment by Employer Without Cause or a
termination by Executive of his employment for Good Reason during the Term, Employer shall pay to
Executive (or, following his death, to Executive’s beneficiaries) his full Base Salary through the
date of termination and, provided Executive
executes and delivers a general release of all claims substantially in the form attached as
Exhibit B to this Agreement, the following additional amounts:
(A) his Base Salary at the rate in effect hereunder immediately prior to the
termination, which shall be payable in installments on Employer’s regular payroll dates, for
the period beginning on the date of termination and ending on the second anniversary of the
date of termination (the “Severance Period”), plus
(B) if the Company achieves the performance objectives established under the Bonus Plan
for the Bonus Year that includes the date of termination, an amount, payable in one lump sum
as soon as reasonably practicable following receipt by the Board of the consolidated
financial statements of Employer for such Bonus Year, equal to the product of (1) annual
incentive bonus that would have been payable to Executive for such Bonus Year pursuant to
Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year,
multiplied by (2) a fraction, the numerator of which is equal to the number of days in such
Bonus Year that precede the Date of Termination and the denominator of which is equal to
365, less
(C) the amount, if any, paid or payable to Executive under the terms of any severance
plan, severance policy, severance program or severance practice or pursuant to any laws, as
in effect on the date of termination (a “Severance Program”). If the amounts to which
Executive is eligible under Sections 7(f)(1)(A) and (B) are less than the benefits described
in this Section 7(f)(I)(C), the amounts owed under this Section 7(f)(1)(C) will be reduced
by the amounts owed pursuant to Section 7(f)(1)(A) and (B);
(D) Employer shall, during the Severance Period, provide Executive continued coverage
under the medical and other health plans of Employer referred to in Section 5 (the
“Continued Benefits”) in which Executive was a participant immediately prior to the date of
termination, subject to timely payment by Executive of all premiums, contributions and other
co-payments required to be paid, during such period by senior executives of Employer and as
permitted under the terms of such plans as in effect from time to time. Continued coverage
under the medical and other health plans of Employer shall not be interpreted as the
continuation of the employment relationship or the commencement of a new employment
relationship. Executive shall not have a duty to mitigate the costs to Employer under this
Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any
comparable benefit coverage offered to Executive during the Severance Period by a subsequent
employer or other Person (as defined below) for which Executive performs services, including
but not limited to consulting services.
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(E) Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of
Employer’s obligations under clauses (A) – (C) of this Section 7(f)(i).
(ii) If Executive’s employment shall terminate upon his death or due to his Disability or if
Employer shall terminate Executive’s employment for Cause or if Executive shall terminate his
employment without Good Reason unless otherwise mandated by law, Employer shall pay Executive (or,
in the event of his death, his beneficiaries) his full Base Salary through the date of termination.
In addition, in the case of any such termination due to Executive’s death or Disability, if the
Employer achieves the performance objectives established under the Bonus Plan for the Bonus Year
that includes the date of termination, Employer shall pay Executive (or his beneficiaries if
applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt
by the Board of the consolidated financial statements of Employer for such Bonus Year, equal to the
product of (1) the annual incentive bonus that would have been payable to the Executive for such
Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire
Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in
such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a
physical or mental disability that prevents the performance by Executive of his duties hereunder
and the resulting Date of Termination) and the denominator of which is equal to 365.
(iii) Executive shall be entitled to receive all amounts payable and benefits accrued under
any otherwise applicable plan, policy, program or practice of Employer in which Executive was a
participant during his employment with Employer in accordance with the terms thereof,
provided that (x) Executive shall not be entitled to receive any payments or benefits under
any such plan, policy, program or practice providing any bonus or incentive compensation (and the
provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or
practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such
plan, policy, program or practice relating to severance shall reduce the amounts payable under
Section 7(f)(i) as provided in clause (C) thereof.
(g) Resignation upon Termination. Effective as of any Date of Termination under this
Section 7 or otherwise as of the date of Executive’s termination of employment with Employer,
Executive shall resign, in writing, from all Board memberships and other positions then held by him
with Employer and its Affiliates.
8. Unauthorized Disclosure. During the period of Executive’s employment with Employer
and the ten-year period following any termination of such employment, without the prior written
consent of the Board or its authorized representative, except to the extent required by an order of
a court having jurisdiction or under subpoena from an appropriate government agency, in which
event, Executive shall use his best efforts to consult with the Board prior to responding to any
such order or subpoena, and except as required in the performance of his duties hereunder,
Executive shall not disclose any confidential or proprietary trade secrets,
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customer lists, drawings, design, information regarding product development, marketing plans, sales plans,
manufacturing plans, management organizational information (including but not limited to data and
other information relating to members of the Board of Directors of Employer or any of its
Affiliates, or to management of Employer or any of its
Affiliates), operating policies or manuals, business plans, financial records, packaging design or
other financial, commercial, business or technical information (a) relating to Employer or any of
its Affiliates or (b) that Employer or any of its Affiliates may receive belonging to suppliers,
customers or others who do business with Employer or any of its Affiliates (collectively,
“Confidential Information”) to any third person unless such Confidential Information has been
previously disclosed to the public or is in the public domain (other than by reason of Executive’s
breach of this Section 8).
9. Non-Competition. During the period of Executive’s employment with Employer,
Executive shall not, directly or indirectly, become employed in an executive capacity, by, engage
in business with, serve as an agent or consultant to, or become a partner, member, principal or
stockholder (other than a holder of less than it of the outstanding voting shares of any publicly
held company) of, any Person that competes anywhere in the United States, Mexico, Latin America or
Europe, with any part of the business of Parent, Employer or any of their respective Affiliates
that relates to producing, marketing, manufacturing, designing, formulating, procuring or
developing facial skin care or body products, color cosmetics, fragrances, health or beauty
supplements or other such products or related materials. For purposes of this Section 9, the
phrase employment “in an executive capacity” shall mean employment in any position in connection
with which Executive has or reasonably would be viewed as having powers and authorities with
respect to any other Person or any part of the business thereof that are substantially similar,
with respect thereto, to the powers and authorities assigned to the executive officer or officers
of Employer serving in the capacities served by Executive during the Employment Period or any
superior executive officer of Employer in the By-Laws of Employer as in effect on the date hereof,
a copy of the relevant portions of which has been delivered to Executive on or before the date
hereof, and which Executive hereby confirms that he has reviewed.
10. Non-Solicitation of Employees. During the period of Executive’s employment with
Employer, and, following any termination thereof, for the period ending on the second anniversary
of the effective date of such termination (such applicable periods collectively, the “Restriction
Period”), Executive shall not, directly or indirectly, for his own account or for the account of
any other Person anywhere in the United States, Mexico, Latin America or Europe, (i) solicit for
employment, employ or otherwise interfere with the relationship of Employer or any of its
Affiliates with any natural person throughout the world who is or was employed by or otherwise
engaged to perform services for Employer or any of its Affiliates at any time during which the
Executive was employed by the Employer (in the case of any such activity during such time) or
during the six-month period preceding such solicitation, employment or interference (in the case of
any such activity after the date of termination), other than any such solicitation or employment on
behalf of Employer or any of its Affiliates during Executive’s employment with Employer, or (ii)
induce any employee of Employer or any of its Affiliates who is a member of management to engage in
any activity which Executive is
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prohibited from engaging in under any of Sections 8, 9, 10 or 11,
or to terminate his or her employment with Employer.
11. Non-Solicitation of Customers. During the Restriction Period, Executive shall
not, directly or indirectly, for his own account or for the account of any other Person anywhere
in the United States, Mexico, Latin America or Europe, solicit or otherwise attempt to establish
any business relationship of a nature that is competitive with the business or relationship of
Employer or any of their respective Affiliates with any Person throughout the world which is or was
a customer, client or distributor of Employer or any of its Affiliates at any time during which
Executive was employed by Employer (in the case of any such activity during such time) or during
the twelve-month period preceding the date of termination (in the case of any such activity after
the date of termination), other than any such solicitation on behalf of Employer or any of its
Affiliates during Executive’s employment with Employer.
12. Return of Documents. In the event of the termination of Executive’s employment
for any reason, Executive shall deliver to Employer all of (a) the property of each of Employer or
any of its Affiliates and (b) the documents and data of any nature and in whatever medium of each
of Employer or any of its Affiliates, and he shall not take with him any such property, documents
or data or any reproduction thereof, or any documents containing or pertaining to any Confidential
Information.
13. Injunctive Relief with Respect to Covenants, Forum, Venue and Jurisdiction.
Executive acknowledges and agrees that the covenants, obligations and agreements of Executive
contained in Sections 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters
and that a violation of any of the terms of such covenants, obligations or agreements will cause
Employer irreparable injury for which adequate remedies are not available at law. Therefore,
Executive agrees that Employer shall be entitled to an injunction, restraining order or such other
equitable relief (without the requirement to post bond) as a court of competent jurisdiction may
deem necessary or appropriate to restrain Executive from committing any violation of such
covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to
any other rights and remedies Employer may have.
14. Work for Affiliated Entities. As part of Executive’s employment with Employer he
may from time to time be called upon to serve as consultant to non-Mexican subsidiaries or other
Affiliates of Employer or its parent corporation, or any related entity. No employment
relationship shall be deemed to exist between Executive and any of these Affiliates, or with the
employees or agents of these subsidiaries or related entities for any purposes under the laws of
any jurisdiction. Any services which Executive might render for Employer in any foreign country
shall be on behalf of and for the benefit of Employer.
15. Assumption of Agreement. Employer shall require any Successor thereto, by
agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that Employer
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would be required
to perform it if no such succession had taken place. Failure of Employer to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this Agreement and shall
entitle Executive to terminate his employment with Employer for Good
Reason as described in Section 7 provided that for purposes of implementing the foregoing, the date
on which any such succession becomes effective shall be deemed the Date of Termination.
16. Entire Agreement. This Agreement (including the Exhibits hereto), constitutes the
entire agreement among the parties hereto with respect to the subject matter hereof. All prior
correspondence and proposals (including but not limited to summaries of proposed terms) and all
prior contracts, promises, representations, understandings, arrangements and agreements relating to
such subject matter (including but not limited to those made to or with Executive by any other
Person) are void and superseded by this Agreement.
17. Indemnification. Employer hereby agrees that it shall indemnify and hold harmless
Executive to the fullest extent permitted by the laws of the United Mexican States law from and
against any and all liabilities, costs, claims and expenses, including all costs and expenses
incurred in defense of litigation (including attorneys’ fees), arising out of the employment of
executive hereunder, except to the extent arising out of or based upon the gross negligence or
willful misconduct of Executive. Costs and expenses incurred by Executive in defense of such
litigation (including attorneys’ fees) shall be paid by Employer in advance of the final
disposition of such litigation upon receipt by Employer of (a) a written request for payment, (b)
appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses
for which payment is being sought, and (c) an undertaking adequate under the law of the United
Mexican States made by or on behalf of Executive to repay the amounts so paid if it shall
ultimately be determined that Executive is not entitled to be indemnified by Employer under this
Agreement, including but not limited to as a result of such exception.
18. Miscellaneous.
(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the
benefit of parent, Employer, and their respective Successors and permitted assigns. This Agreement
shall also be binding on and inure to the benefit of Executive and his heirs, executors,
administrators and legal representatives. This Agreement shall not be assignable by any party
hereto without the prior written consent of the other parties hereto, except as provided pursuant
to this Section 18(a). Each of Parent and Employer may effect such an assignment without prior
written approval of Executive upon the transfer of all or substantially all of its business and/or
assets (by whatever means), provided that the Successor to Employer shall expressly assume
and agree to perform this Agreement in accordance with the provisions of Section 14.
(b) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the United Mexican States without reference to principles of conflicts of law.
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(c) Taxes. Employer may withhold from any payments made under this Agreement all
applicable taxes, including but not limited to income, employment and social insurance taxes, as
shall be required by law.
(d) Amendments. No provision of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is approved by the Board or a person authorized
thereby and is agreed to in writing by Executive and, in the case of any such modification, waiver
or discharge affecting the rights or obligations of Parent, is approved by the Board of Directors
or Parent or a person authorized thereby. No waiver by any party hereto at any time of any breach
by any other party hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No waiver of any provision of this
Agreement shall be implied from any course of dealing between or among the parties hereto or from
any failure by any party hereto to assert its rights hereunder on any occasion or series of
occasions.
(e) Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not be affected
thereby.
(f) Notices. Any notice or other communication required or permitted to be delivered
under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by
certified or registered mail, first-class postage prepaid and return receipt requested, (iii)
deemed to have been received on the date of delivery or, if so mailed, on the third business day
after the mailing thereof, and (iv) addressed as follows (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms hereof):
| (A) | If to Employer, to Jafra Worldwide Holdings (Lux) S.aR.L.: | ||
| 0000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: General Counsel |
|||
| (B) | If to Executive, to him at his residential address as currently on file with Employer. |
(g) Headings. The section and other headings contained in this Agreement are for the
convenience of the parties only and are not intended to be a part hereof or to affect the meaning
or interpretation hereof.
(h) Certain Definitions.
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“Affiliate”: with respect to any Person, means any other Person that, directly or
indirectly through one or more intermediaries, Controls, is Controlled by, or is under common
Control with the first Person, including but not limited to a Subsidiary of the first Person, a
Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the
first Person is also a Subsidiary.
“Control”: with respect to any Person, means the possession, directly or indirectly,
severally or jointly, of the power to direct or cause the direction of the management policies of
such Person, whether through the ownership of voting securities, by contract or credit arrangement,
as trustee or executor, or otherwise.
“Person”: any natural person, firm, partnership, limited liability company,
association, corporation, company, trust, business trust, governmental authority or other entity.
“Subsidiary”: with respect to any Person, each corporation or other Person in which
the first Person owns or Controls, directly or indirectly, capital stock or other ownership
interests representing 50% or more of the combined voting power of the outstanding voting stock or
other ownership interests of such corporation or other Person.
“Successor”: of a Person means a Person that succeeds to the first Person’s assets and
liabilities by merger, liquidation, dissolution or otherwise by operation of law, or a Person to
which all or substantially all the assets and/or business of the first Person are transferred.
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IN WITNESS WHEREOF, Parent and Employer have duly executed this Agreement by their authorized
representatives, and Executive has hereunto set his hand, in each case effective as of the date
first above written.
| Executive |
||||
| Name: Xxxxxxx Xxxxx Xxxxxxx | ||||
| Dirsamex, S.A. de C.V. |
||||
| By: | ||||
| Xxx Xxxxx | ||||
| Jafra Worldwide Holdings (Lux) S.aR.L. |
||||
| By: | ||||
| Xxxxxxxx Xxxxxxxx | ||||
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