EXHIBIT 10.3
[Execution Copy]
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT, dated as of March 31, 2004 (this
"Agreement"), is by and between MARKETVISION COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Company"), and XXXX XXXXXXXXX, an individual residing
in the State of Minnesota (the "Executive").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company desires to secure the services of the Executive
upon the terms and conditions hereinafter set forth; and the Executive desires
to render services to the Company upon the terms and conditions hereinafter set
forth; and
WHEREAS, the execution and delivery of this Agreement is a condition to
the consummation of the merger and other transactions contemplated by that
certain Agreement and Plan of Merger, dated as of March 31, 2004 (the "Merger
Agreement"), among Natural Health Trends Corp. ("Parent"), MV MergerCo., Inc., a
Delaware corporation ("MergerCo"), and MarketVision Communications Corporation,
a Minnesota corporation ("MV-Minn"). The Company is the surviving corporation of
the Merger (and is a wholly owned subsidiary of Parent. Capitalized terms used
and not defined herein shall have the respective meanings ascribed to such terms
in the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties mutually agree as
follows:
Section 1. Employment. The Company hereby employs Executive as
the President of the Company, and the Executive hereby accepts such employment,
subject to the terms and conditions set forth in this Agreement.
Section 2. Duties; Exclusive Services; Best Efforts.
(a) The Executive shall perform all duties incident to
the position of President of the Company, as well as any other duties as may
from time to time be assigned to him by the Board of Directors or the Chairman
of the Board of the Company or his designee, and agrees to abide by all bylaws,
policies, practices, procedures or rules of the company and (to the extent
possible) Parent consistent with his position as President of the company. The
Executive agrees to devote his best efforts, energies and skill to the discharge
of the duties and responsibilities attributable to his position, and to this
end, he will devote his full time and attention to the business and affairs of
the Company. The Executive also agrees that he shall not take personal advantage
of any business opportunities which arise during his employment and which may
benefit the Company, Parent or any other subsidiary of Parent (each, a "Group
Member"). All material facts regarding such opportunities must be promptly
reported to the Chairman of the Board for consideration by the Company.
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Notwithstanding the foregoing, the Executive may expend his time and efforts in
other activities so long as such endeavors do not affect his ability to perform
his duties under this Agreement and such endeavors do not involve the Executive
providing computer programming services. However, if such programming services
do not affect his ability to perform his duties under this Agreement, the
Executive may provide computer programming services to (i) the entities set
forth on Exhibit A attached hereto and incorporated herein by reference, or (ii)
to such other entities so long as the Board of Directors of the Company has
given its prior written consent, which consent may be withheld, conditioned or
delayed in its sole discretion. If requested by the Company, the Executive shall
serve on the Board of Directors or any committee thereof without additional
compensation.
(b) In performing his duties hereunder, the Executive
shall work at the offices of the Company located in Bloomington, Minnesota, or
such other location(s) as the Company and the Executive shall mutually agree.
However, the Executive shall also render services at such other place or places
within or without the United States as the Board of Directors or Chairman of the
Board may direct from time to time; provided that the Executive shall not be
required to render services away from the such location for more than twenty
business days in any given twelve-month period.
Section 3. Term of Employment; Vacation.
(a) Unless extended in writing by both the Company and
the Executive, the term of the Executive's employment shall be for a period of
thirty six (36) months commencing on the date hereof, subject to earlier
termination by the parties pursuant to Sections 5 and 6 hereof (the "Term").
(b) The Executive shall be entitled to three (3) weeks
vacation during each year of the Term.
Section 4. Compensation of Executive.
4.1 Salary; Bonus. The Company shall pay to Executive a
base salary of $193,000 per annum (the "Base Salary"), subject to such
deductions as shall be required to be withheld by applicable law and
regulations. The Base Salary shall be paid at such regular weekly, biweekly or
semi-monthly time or times as the U.S. operating subsidiaries of Parent ("U.S.
Group Members") make payment of their regular payroll in the regular course of
business. By no later than June 30, 2004, the Company and the Executive shall in
good faith negotiate a bonus arrangement reasonably acceptable to the Company
and the Executive.
4.2 Expenses. During the Term, the Company shall promptly
reimburse the Executive for all reasonable and necessary travel expenses and
other disbursements incurred by the Executive on behalf of the Company, in
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and disbursements by Parent to the
extent possible consistent with corporate practices with respect to the
reimbursement of expenses incurred by the senior executives of U.S. Group
Members.
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4.3 Benefits. The Company shall establish at its sole
cost and expense, and the Executive shall be permitted during the Term to
participate, in a Minnesota based hospitalization and health care benefit
program on an individual or family coverage basis, at the Executive's election.
In addition, the Executive may participate in pension plans, bonus plans or
similar benefits ("Insurance Benefits") that may be available to other
executives of U.S. Group Members, subject to such eligibility rules as are
applied to senior managers generally. The Company shall use its best efforts to
obtain disability coverage for its employees so long as the cost of such
coverage is not unreasonably expensive.
4.4 Options. As of the date hereof, Parent shall grant
options to acquire 253,636 shares of common stock of Parent (the "Options"). The
Options (i) shall be granted pursuant to Parent's 2002 Stock Plan (the "Plan"),
(ii) shall vest immediately and (iii) shall be exercisable at an exercise price
equal to $18.11 per share for the seven (7) year period following the date
hereof grant. Notwithstanding any provisions in the Plan to the contrary, such
Options shall not terminate upon the termination of employment of the Executive.
Section 5. Disability of the Executive. If the Executive is
incapacitated or disabled by accident, sickness or otherwise so as to render the
Executive mentally or physically incapable of performing the services required
to be performed under this Agreement for a period of 90 consecutive days or 120
days in any period of 360 consecutive days (a "Disability"), the Company may, at
the time or during the period of such Disability, at its option, terminate the
employment of the Executive under this Agreement immediately upon giving the
Executive written notice to that effect.
Section 6. Termination.
(a) The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement at any time
for Cause (as hereinafter defined) by giving the Executive notice of such
termination, with reasonable specificity of the details thereof. For purposes of
this Agreement, "Cause" shall mean and include any:
(i) failure or neglect by the Executive to perform the
material duties of the Executive's position which failure or neglect shall have
a material adverse effect on the Company or its subsidiaries;
(ii) failure of the Executive to obey the lawful orders
given by the Board of Directors or Chairman of the Board of the Company, or by
the Board of Directors or any authorized officer of Parent in each case
commensurate with his title and responsibilities which failure or neglect shall
have a material adverse effect on the Company or its subsidiaries;
(iii) willful misconduct by the Executive in connection
with the performance of any of his duties, including, without limitation,
misappropriation of funds or property of any Group Member, securing or
attempting to secure personally any profit in connection with any transaction
entered into on behalf of the Company or other Group Member, misrepresentation
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to the Company or other Group Member, or any violation of law or regulations on
any Group Member premises or to which any Group Member is subject;
(iv) commission by the Executive of an act involving moral
turpitude, dishonesty, theft or unethical business conduct, or conduct that is
demonstrably and materially injurious to the Company or other Group Member,
whether monetarily or otherwise;
(v) failure by the Executive to devote his full time and
best efforts to the Company's business and affairs;
(vi) failure to fully cooperate in any investigation by
the Company or any other Group Member;
(vii) any material breach of this Agreement;
(viii) death of or resignation by the Executive hereunder;
provided however, that if the Executive resigns as a result of a material breach
by the Company of this Agreement, or in accordance with Section 6(c), such
resignation shall not be considered "Cause" hereunder.
A termination pursuant to this Section 6(a) shall take effect 10 days
after the giving of written notice to the Executive unless the Executive shall,
during such 10-day period, remedy to the reasonable satisfaction of the Board of
Directors of the Company the misconduct, disregard, abuse or breach specified in
such notice; provided, however, that such termination shall take effect
immediately upon the giving of such notice if the Board of Directors of the
Company or Parent shall, in its reasonable discretion, have determined that such
misconduct, disregard, abuse or breach is not remediable (which determination
shall be stated in such notice).
(b) The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement (except as
hereinafter provided) at any time during the Term without Cause by giving the
Executive written notice of such termination, to be effective 15 days following
the giving of such written notice.
(c) The Executive may terminate his employment hereunder
(and the Term) for "Good Reason" after the occurrence, without the written
consent of the Executive, of an event constituting a material breach of this
Agreement by the Company that has not been fully cured within ten (10) days
after written notice thereof has been given by the Executive to the Company;
provided that, without limiting the generality of the foregoing, any one of the
following events shall be deemed a material breach of this Agreement:
(i) A reduction by the Company in the
Executive's Base Salary as in effect on the commencement date of this Agreement
or as the same may be increased from time to time;
(ii) The relocation of the Executive's principal
place of employment to a location more than twenty (20) miles from the
Executive's principal place of employment described in Section 2(b) hereof,
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except for travel on the Company's business to an extent necessary and
reasonable in light of the Company's business needs and objectives; or
(iii) a default in the payment of all or any part
of the principal or interest on the Promissory Notes when due, and such default
shall continue for a period of thirty (30) days after written notice of such
default shall be made to Parent.
For convenience of reference, the date upon which any
termination of the employment of the Executive pursuant to Sections 5 or 6 shall
be effective shall be hereinafter referred to as the "Termination Date".
Section 7. Effect of Termination of Employment.
(a) Upon the termination of the Executive's employment
for Cause, neither the Executive nor the Executive's beneficiaries or estate
shall have any further rights to compensation under this Agreement or any claims
against the Company (or any other Group Member) arising out of this Agreement,
except the right to receive (i) the unpaid portion of the Base Salary provided
for in Section 4.1, earned through the Termination Date (the "Unpaid Salary
Amount"), (ii) accrued and unused vacation pay (the "Vacation Pay Amount") and
(iii) reimbursement for any expenses for which the Executive shall not have
theretofore been reimbursed, as provided in Section 4.2 (the "Expense
Reimbursement Amount").
(b) Upon the termination of the Executive's employment as
a result of a Disability, neither the Executive nor the Executive's
beneficiaries or estate shall have any further rights to compensation under this
Agreement or any claims against the Company arising out of this Agreement,
except the right to receive (i) the Unpaid Salary Amount, (ii) the Vacation Pay
Amount, and (iii) the Expense Reimbursement Amount.
(c) Upon the termination of the Executive's employment
without Cause, for Good Reason, and not as a result of a Disability, neither the
Executive nor the Executive's beneficiaries or estate shall have any further
rights to compensation under this Agreement or any claims against the Company
arising out of this Agreement, except the Executive shall have the right to
receive (i) the Unpaid Salary Amount, (ii) the Vacation Pay Amount (iii) the
Expense Reimbursement Amount, and (iii) severance compensation equal to the Base
Salary for the lesser of (a) the remaining term of this Agreement (as if this
Agreement was not terminated) and (b) twelve (12) months, all of which is
payable within thirty (30) days following the Termination Date.
(d) Notwithstanding the foregoing, the Executive's rights
under the Options shall not terminate and such Option shall remain valid and
exercisable in accordance with its terms as set forth therein
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Section 8. Restrictive Covenants.
8.1 Certain Definitions. For purposes of this Agreement
the following terms shall have the following meanings:
"Developments" means all Intellectual Property which
the Executive develops, makes, conceives or reduces to practice (or has
developed, made, conceived or reduced to practice) during his employment by or
association with the Company (or its predecessor-by-merger, MV-Minn), either
solely or jointly with others.
"Intellectual Property" means all inventions,
discoveries, computer software, programs and source codes, technical
information, trade secrets, know-how, proprietary processes and formula and
improvements, whether or not patentable or registered and whether or not they
are made, (i) conceived or reduced to practice during working hours, (ii)
reasonably related to the business of the Company or the Group, or (iii) using
the Company's data or facilities, and together with all goodwill and all the
rights and claims associated with any of the foregoing.
"Proprietary Information" means all Developments and
all any confidential, proprietary, secret or other non-public information owned,
possessed or used by the Company, Parent or any other Group Member.
"Restriction Period" means the period of time,
commencing on the date hereof and expiring two (2) years after the termination
of Executive's employment with the Company, voluntarily or involuntarily, for
any reason whatsoever, subject to extension pursuant to Section 8.6 below;
provided however, that the Restriction Period shall expire (a) one year after
the Termination Date, in the event that (i) the Executive has terminated this
Agreement in accordance with Section 6(c) solely because the Company has failed
to make payment of its obligations hereunder, and (ii) the Executive has elected
to receive, and the Company has paid, the amount due to Executive under Section
7(c), or (b) on the Termination Date, in the event that (i) the Executive has
terminated this Agreement in accordance with Section 6(c) solely because the
Company has failed to make payment of its obligations hereunder, and (ii) the
Executive has elected not to receive, or the Company has failed to pay, the
amount due to Executive under Section 7(c).
8.2 Confidentiality.
(a) The Executive recognizes that his relationship with
the Company and the other Group Members is one of high trust and confidence by
reason of his access to and contact with the Proprietary Information.
Accordingly, the Executive agrees that he will not at any time, either during my
employment with the Company hereunder or thereafter, disclose to others, or use
for his own benefit or the benefit of others, any Proprietary Information. Such
property shall not be erased, discarded or destroyed without specific
instructions from the Company to do so. By way of illustration, but not
limitation, Proprietary Information includes trade secrets, processes, data,
know-how, marketing plans, forecasts, unpublished financial statements, budgets,
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licenses, prices, costs and employee, customer and supplier lists. The Executive
understands that the Company and other Group Members from time to time has in
their possession information which is claimed by others to be proprietary and
which the Company or other Group Members have agreed to keep confidential. The
Executive agrees that all such information shall be Proprietary Information for
purposes of this Agreement
(b) The Executive's obligations under this Section 8.2
will not apply, however, to any Proprietary Information which: (i) is or becomes
generally known to the public through no action on his part; (ii) is generally
disclosed to third parties by the Company or another Group Member without
restriction on such third parties; or (iii) is approved for release by written
authorization of the Board of Directors of the Company.
(c) Upon termination of the Executive's employment with
the Company or at any other time upon request, the Executive will promptly
deliver to the Company all copies of computer programs, specifications,
drawings, blueprints, data storage devices, notes, memoranda, notebooks,
drawings, records, reports, files and other documents (and all copies or
reproductions of such materials) in his possession or under his control, whether
prepared by him or others, in whatever form on whatever tangible medium, which
contain Proprietary Information. The Executive acknowledges that this material
is the sole property of the Company and/or other Group Members.
(d) The Executive agrees that, if requested to do so by
the Company, he will sign a Termination Certificate in which he confirms that he
has complied with the requirements of the preceding subsection and that he is
aware that certain restrictions imposed upon him by this Agreement continue
after termination of his employment. The Executive understands, however, that
his rights and obligations under this Section 8.2 will continue even if he does
not sign a Termination Certificate.
8.3 Covenant not to Compete.
(a) During the Restriction Period the Executive will not
without the express written consent of the Company, directly or indirectly,
engage in, participate in, or assist, as owner, part-owner, partner, director,
officer, trustee, employee, agent, representative, independent contractor, or
consultant, or in any other capacity, any business organization, anywhere in the
world where the Company or any other Group Member does business whose business
is a Competitive Business. A "Competitive Business" means any business in the
network marketing or direct selling industries. Nothing herein shall prevent the
Executive from owning less than one percent (1%) of the stock of a corporation
that is traded on an established exchange, even if that corporation is engaged
in a Competitive Business.
(b) The Executive recognizes that these restrictions on
competition are reasonable because of the Group Members' investment in good will
and in its customer lists and other proprietary information and his knowledge of
the Group Members' business and business plans. However if any period of time or
geographical area should be judged unreasonable in any judicial proceeding, then
the period of time or geographical area shall be reduced to such extent as may
be deemed required so as to be reasonable and enforceable.
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(c) During the Restriction Period the Executive will
notify the Company in the event that he takes up a position of any sort with any
business organization whose activities or products are directly or indirectly
competitive with activities or products of the Company or any other Group
Member.
(d) During the Restriction Period the Executive shall not
(i) recruit or otherwise solicit or induce any (x) employees of the Company or
other Group Member to terminate their employment with, or otherwise cease their
relationships with, the Company or other Group Member, or (y) any person who was
an employee of the Company or other Group Member at any time within six months
prior to the end of the Executive's employment with the Company, or (ii)
interfere with or disrupt any actual or imminent business relationship between
the Company or any other Group Member, on the one hand, and any of their
respective (including prospective) customers, suppliers or accounts, on the
other.
8.4 Equitable Relief. Each of the parties acknowledges
that the provisions and restrictions of this Section 8 are reasonable and
necessary for the protection of the legitimate interests of Employer. Each of
the parties further acknowledges that the provisions and restrictions of this
Section 8 are unique and that any breach or threatened breach of any of such
provisions or restrictions will provide the Company with no adequate remedy at
law, and the result will be irreparable harm to the Company. Therefore, the
parties hereto agree that upon a breach or threatened breach of the provisions
or restrictions of this Section 8, the Company shall be entitled, in addition to
any other rights and remedies which may be available to it, to institute and
maintain proceedings at law or in equity, to recover damages, to obtain an
equitable accounting of all earnings, profits or other benefits resulting from
such breach or threatened breach and to obtain specific performance or a
temporary and permanent injunction.
8.5 Full Restriction Period. If Executive violates any
restrictive covenant contained herein and the Company institutes action for
equitable relief, the Company, as a result of the time involved in obtaining
such relief, shall not be deprived of the benefit of the full Restriction
Period. Accordingly, the Restriction Period shall be deemed to have the duration
specified in Section 8.1, computed from and commencing on the date on which
relief is granted by a final order from which there is no appeal, but reduced,
if applicable, by the length of time between the date the Restriction Period
commenced and the date of the first violation of any restrictive covenant by
Executive.
8.6 Equitable Accounting. The Company shall have the
right to demand and receive equitable accounting with respect to any
consideration received by Executive in connection with activities in breach of
the restrictive covenants herein, and the Company shall be entitled to payment
from Executive of such consideration on demand.
8.7 Prior Breaches. Neither the expiration of the
Restriction Period nor the termination of the status of any employee, customer,
supplier or account of any Group Member as such (whether or not due to a breach
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hereof by Executive) shall preclude, limit or otherwise affect the rights and
remedies of the Company against Executive based upon any breach hereof during
the Restriction Period or before such status is terminated.
8.8 Non-circumvention of Covenants. The Executive
acknowledges and agrees that, for purposes of this Agreement, an action shall be
considered to have been taken by Executive "indirectly" if taken by or through,
with Executive's knowledge, (i) any member of his family , (ii) any person or
entity owned or controlled, solely or with others, directly or "indirectly" by
Executive or a member of his family, (iii) any person or entity of which he is
an owner, partner, employer, employee, trustee, independent contractor or agent,
(iv) any employees, partners, owners or independent contractors of any such
person or entity or (v) any other one or more representatives or intermediaries,
it being the intention of the parties that Executive shall not directly or
indirectly circumvent any restrictive covenant contained herein or the intent
thereof.
8.9 Fairness of Restrictions. The Executive acknowledges
and agrees that (i) compliance with the restrictive covenants set forth herein
would not prevent him from earning a living that involves his training and
skills without relocating, but only from engaging in unfair competition with,
misappropriating a corporate opportunity of, or otherwise unfairly harming
Employer and (ii) the restrictive covenants set forth herein are intended to
provide a minimum level of protection necessary to protect the legitimate
interests of the Company and other Group Members. In addition, the parties
acknowledge that nothing herein is intended to or shall, limit, replace or
otherwise affect any other rights or remedies at law or in equity for protection
against unfair competition with, misappropriation of corporate opportunities of,
disclosure of confidential and proprietary information of, or defamation of the
Company or any other Group Member, or for protection of any other rights or
interest of any such entity.
Section 9. Miscellaneous.
9.1 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF TEXAS AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED WITHIN SAID STATE.
9.2 Entire Agreement. This Agreement (together with the
exhibits attached hereto, which hereby are incorporated by reference) contains
the entire agreement of the parties hereto relating to the employment of
Executive by Employer and the other matters discussed herein and supersedes all
prior agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.
9.3 Withholding Taxes. Employer may withhold from any
compensation or other benefits payable under this Agreement all federal, state,
city or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.
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9.4 Supplements and Amendments. This Agreement may be
supplemented or amended only upon the written consent of each of the parties
hereto.
9.5 Assignment. Except as expressly provided below, this
Agreement shall not be assignable, in whole or in part, by either party without
the prior written consent of the other party. The Company may, without the prior
written consent of the Executive, assign its rights and obligations under this
Agreement to any other Group Member into which the Company may merge or
consolidate, or to which the Company may sell or transfer assets; provided,
however, that such assignment may be made without Executive's prior written
consent only if (i) such assignment has a valid business purpose and is not for
the purpose of avoiding the Company's obligations hereunder or Executive's
realization of the benefits of this Agreement and (b) the assignee expressly
assumes in writing all obligations and liabilities to Executive hereunder. The
Company will cause any purchaser of all or substantially all of its assets, 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 the Company would be required to perform it if no such
purchase had taken place. This Agreement shall be binding upon and inure to the
benefit of Employer and their respective successors and permitted assigns. This
Agreement and all rights of Executive hereunder shall inure to the benefit of
and be enforceable by Executive's heirs, personal or legal representatives and
beneficiaries.
9.6 No Waiver. No term or condition of this Agreement
shall be deemed to have been waived, nor shall there be any estoppel to enforce
any provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.
9.7 Severability. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be judicially
unenforceable and/or invalid by a court of competent jurisdiction, in whole or
in part, the remaining provisions shall nevertheless be binding, enforceable and
in full force and effect.
9.8 Titles and Headings. The titles and headings of the
various Sections of this Agreement are intended solely for convenience of
reference and not intended for any purpose whatsoever to explain, modify or
place any construction upon any of the provisions hereof.
9.9 Injunctive Relief. The Executive agrees that it would
be difficult to compensate the Company fully for damages for any violation of
the provisions of Sections 6 and 8 hereof. Accordingly, the Executive
specifically agrees that the Company shall be entitled to temporary and
permanent injunctive relief to enforce such provisions of this Agreement. This
provision with respect to injunctive relief shall not, however, diminish the
right of the Company to claim and recover damages in addition to injunctive
relief.
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9.10 Notices. For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when hand delivered (which shall
include personal delivery and delivery by courier, messenger or overnight
delivery service) or mailed by certified mail, return receipt requested, postage
prepaid, addressed as follows: (i) if to Executive: At his home address in
accordance with the Company's records, and (ii) if to the Company, c/o Natural
Health Trends Corp., 00000 Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, Attention: Xxxx
Woodburn, or (in each case) to such other address of which either party gives
notice to the other party in accordance herewith, except that notices of change
of address shall be effective only upon receipt.
9.11 Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
9.12 Post Employment Obligations. The Executive agrees
that both during and after his employment he shall, at the request of the
Company, render all assistance and perform all lawful acts that the Company
considers necessary or advisable in connection with any litigation involving the
Company or any director, officer, employee, shareholder, agent, representative,
consultant, client or vendor of the Company or other Group Member. Reasonable
expenses incurred by the Executive in rendering such assistance shall be
promptly reimbursed by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
The Company:
MARKETVISION COMMUNICATIONS
CORPORATION
By: /s/ XXXX X. XXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: CFO and Secretary
The Executive:
/s/ XXXX XXXXXXXXX
-----------------------------------
XXXX XXXXXXXXX
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EXHIBIT A
1. IFCN--International Fitness Club Network. Consultation and software
maintenance for fitness clubs. Entails a proximity search feature that requires
updates.
2. JNBA--Local Financial Advisor Firm. Software consultation and software
development. Entails a software form system that manages financial assessments
for the elderly.
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