PROTECTION OF TRADE SECRETS, NONSOLICITATION AND CONFIDENTIALITY AGREEMENTProtection of Trade Secrets, Nonsolicitation and Confidentiality Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • California
THIS AGREEMENT is made as of March 8, 2004, by and between Physicians Formula, Inc., a New York corporation and formerly known as Pierre Fabre, Inc. (the "Company"), and Joseph J. Jaeger ("Executive").
PHYSICIANS FORMULA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • California
THIS AGREEMENT is made as of March 8, 2004, by and between Physicians Formula, Inc., a New York corporation and formerly known as Pierre Fabre, Inc. (the "Company"), and Joseph J. Jaeger ("Executive").
PFI HOLDINGS CORP. EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • Delaware
THIS AGREEMENT is made as of November 3, 2003, by and between PFI Holdings Corp., a Delaware corporation (the "Company"), and Ingrid Jackel-Marken ("Executive").
PFI HOLDINGS CORP. REGISTRATION AGREEMENTRegistration Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • Delaware
THIS AGREEMENT is made as of November 3, 2003, by and among PFI Holdings Corp., a Delaware corporation (the "Company"), the Persons identified on the Schedule of Investors attached hereto (the "Investors") and Pierre Fabre Dermo-Cosmetique, S.A., a French société anonyme ("PFDC") and each of the other holders of Registrable Securities who may from time to time become a party hereto by executing a counterpart signature page to this Agreement. Capitalized terms used herein but not otherwise defined herein are defined in paragraph 8 below.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • New York
This Management Services Agreement (this "Agreement") is made as of this 3rd day of November, 2003 (the "Effective Date") by, between and among PIERRE FABRE, INC. (to be known as PHYSICIANS FORMULA, INC.), a New York corporation having its address at 1055 West 8th Street, Azusa, California ("PFI"), RENE FURTERER INC., a New York corporation ("RF," and collectively with PFI, the "Parties"), and PIERRE FABRE DERMO-COSMETIQUE, S.A., a limited company organized under the laws of France with its head office at 45, Place Abel Gance, Boulogne (92100), France ("PFDC").
STOCK PURCHASE AGREEMENT BY AND AMONG PFI HOLDINGS CORP. AND EACH OF THE PURCHASERS NAMED HEREIN DATED AS OF NOVEMBER 3, 2003Stock Purchase Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • Delaware
THIS STOCK PURCHASE AGREEMENT is made as of November 3, 2003, by and among PFI Holdings Corp., a Delaware corporation (the "Company"), and the Persons listed on the Schedule of Purchasers attached hereto (collectively referred to herein as the "Purchasers" and individually as a "Purchaser"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
MANUFACTURING AGREEMENT AND LICENSEManufacturing Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • New York
This Manufacturing Agreement and License ("Agreement") is made as of this 3rd day of November, 2003 (the "Effective Date") by and between PIERRE FABRE DERMO-COSMETIQUE S.A., a limited company organized under the laws of France with its head office at 45, Place Abel Gance, Boulogne (92100), France ("PFDC"), and PIERRE FABRE, INC. (to be known as PHYSICIANS FORMULA, INC.), a New York corporation having its address at 1055 West 8th Street, Azusa, California ("PFI," and together with PFDC, the "Parties").
CONTINGENT TRADE SECRET LICENSE AGREEMENTContingent Trade Secret License Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • New York
Subject to the following terms and conditions of this Contingent Trade Secret License Agreement (this "Agreement"), Pierre Fabre, Inc. (to be known as Physicians Formula, Inc.), a New York corporation (collectively with its subsidiaries, "Licensor"), will provide Licensee (as defined in Section 1 below) with the rights to use PF Intellectual Property (as defined in Section 1 below). Licensor and Licensee are sometimes referred to in this Agreement collectively as the "Parties" and individually as a "Party."
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • California
WHEREAS, the Company and certain stockholders of the Company have entered into that certain Stockholders Agreement dated as of the date hereof (the "Stockholders Agreement");
DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • New York
This Distribution Services Agreement (this "Agreement") is made as of this 3rd day of November, 2003 (the "Effective Date") by, between and among PIERRE FABRE, INC. (to be known as PHYSICIANS FORMULA, INC.), a New York corporation having its address at 1055 West 8th Street, Azusa, California ("PFI"), RENE FURTERER INC., a New York corporation ("RF," and collectively with PFI, the "Parties"), and PFDC HOLDINGS, INC., a Delaware corporation ("PFDC Holdings").
STOCK PURCHASE AGREEMENT by and among PIERRE FABRE DERMO-COSMETIQUE, S.A., PIERRE FABRE, S.A., PIERRE FABRE, INC., PFI HOLDINGS CORP. and PFI ACQUISITION CORP. Dated as of November 3, 2003Stock Purchase Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • New York
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 3, 2003, by and among Pierre Fabre, Inc., a New York corporation (the "Company"), Pierre Fabre Dermo-Cosmetique, S.A., a French société anonyme ("Seller"), Pierre Fabre, S.A., a French société anonyme ("PFSA") (for purposes of Section 9.12 only), PFI Holdings Corp., a Delaware corporation ("Parent") and PFI Acquisition Corp., a New York corporation ("Buyer").
PFI HOLDINGS CORP. STOCKHOLDERS AGREEMENTStockholders Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • Delaware
THIS AGREEMENT (this "Agreement") is made as of November 3, 2003, by and among PFI Holdings Corp., a Delaware corporation (the "Company"), the Persons listed on Schedule I attached hereto (the "Summit Stockholders"), and the Persons listed on Schedule II attached hereto (the "PFDC Stockholders"). The Summit Stockholders and the PFDC Stockholders are collectively referred to herein as the "Stockholders" and individually as a "Stockholder." Except as otherwise indicated herein, capitalized terms used herein are defined in Section 11 hereof.
November 3, 2003PFDC Letter Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc.
This letter will serve to confirm that PFDC and PFI disagree on whether any PF Intellectual Property is embodied in or otherwise used in any products currently manufactured by PFDC or by a third party on behalf of PFDC, and marketed, sold and distributed by PFDC under the trade name "Galenic" (the "Galenic Products").
