Employment Agreement With Wayne R. Holbrook



 Exhibit 10.6 
  
 Employment Agreement with Wayne R. Holbrook 







 EMPLOYMENT AGREEMENT – Wayne R. Holbrook 
  
 THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Royal BodyCare,
Inc. (“Employer”) located at 2301 Crown Court, Irving, Texas 75038 and Wayne R. Holbrook (“Employee”), residing at 3809 Fox Glen Dr., Irving, Texas 75062. 
  
 The parties to this Agreement declare that: 
  
 The Employer is engaged in, among other businesses, the international distribution of nutritional supplements and personal care products through the network marketing
distribution model, and the distribution of wound care and oncology care products. 
  
 The Employee is willing to be employed by the Employer, and the Employer is willing to employ the Employee, on the terms, covenants, and conditions set forth in this Agreement. 
  
 In consideration of the mutual promises set forth in this Agreement, the Employer and the Employee agree as follows: 
  
 Section 1. Effective Date. The Effective Date of this Agreement shall be
January 1, 2004. 
  
 Section 2. Employment Title and Duties. The
Employer shall employ the Employee in the capacity of President. In this capacity, Employee shall have the responsibility to perform all duties that are customarily performed by one holding that position in other, same, or similar businesses or
enterprises as that engaged by Employer. The Employee’s shall be responsible for the Employer’s network marketing business and operations conducted in the US, Canada and all other international territories, whether operations are conducted
through a license agreement, or through an entity owned by or affiliated with the Employer. The Employee shall not be responsible for the Employer’s manufacturing operations, research and development operations, or the business or operations of
MPM Medical, Inc. A diagram of the Employee’s functional responsibility is attached as Exhibit A. The Employee accepts this employment, subject to the general supervision and pursuant to the orders and direction of the Employer. The Employee
shall also render such other and unrelated services and duties as may be assigned from time to time by the Employer. 
  
 Section 3. Compensation of the Employee. The Employer shall pay the Employee in full payment for the Employee’s services under this Agreement, the
following compensation: 
  

	 	a.	Annual Base Salary. Employee’s annual base salary shall be Two Hundred Fifty Thousand Dollars ($250,000) per year payable bi-weekly in twenty-six (26) equal
payments. 

  

	 	b.	Incentive Bonus. Employee shall be paid a cash incentive bonus as described in Exhibit B. 

  

	 	c.	Uniform Benefits. Employee shall receive uniform benefits as set forth in Employer’s manual for executive employees, such benefits to include but not be limited
to personal time off, holidays, retirement benefits and health insurance benefits. EMPLOYER RESERVES THE RIGHT UNILATERALLY TO AMEND ANY AND ALL PARTS OF THE EMPLOYER’S MANUAL FOR EXECUTIVE EMPLOYEES AT ITS SOLE DISCRETION.










 Employment Agreement – Wayne R. Holbrook 
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 Section 4. Best Efforts of the Employee. The Employee agrees to perform all of the duties pursuant to
the express and implicit terms of this Agreement to the reasonable satisfaction of the Employer. The Employee further agrees to perform such duties faithfully and to the best of his ability, talent, and experience. 
  
 Section 5. Place of Employment. The Employee shall render such duties at 2301
Crown Court, Irving, Texas 75038 and at such other places as the Employer shall in good faith require or as the interest, needs, business, or opportunity of the Employer shall require. 
  
 Section 6. Non-Competition with the Employer during the Term of Employment. The Employee shall devote all his time, attention,
knowledge, and skills solely to the business and interest of the Employer, and the Employer shall be entitled to all of the benefits and profits arising from the work of the Employee. The Employee shall not, during the term of this Agreement, be
interested directly or indirectly, in any manner, as partner, officer, director, shareholder, advisor, employee, or in any other capacity in any other business similar to the Employer’s business or any allied trade. However, nothing contained
in this section shall prevent or limit the right of the Employee from investing in the capital stock or other securities of any corporation whose stock or securities are publicly owned and traded on any public exchange, nor shall anything contained
in this section prevent or limit the Employee from investing in real estate. 
  
 Section 7. Restrictions on the Use of Trade Secrets and Records. During the term of employment under this Agreement, the Employee may have access to various trade secrets, consisting of formulas, patterns, devices, inventions,
processes, and compilations of information, records and specifications, all of which are owned by the Employer and regularly used in the operation of the Employer’s business. All files, records, customer lists, documents, drawings,
specifications, equipment, and similar items relating to the business of the Employer, whether they are prepared by the Employee or come into the Employee’s possession in any other way and whether or not they contain or constitute trade secrets
owned by the Employer, are and shall remain the exclusive property of the Employer and shall not be removed from the premises of the Employer under any circumstances whatsoever without the prior written consent of the Employer. The Employee agrees
not to divulge, misappropriate, or disclose any of these trade secrets and records directly or indirectly, to any person, firm, corporation, or other entity in any manner whatsoever, either during the term of this Agreement or at any time thereafter
except as required in the course of employment. 
  
 Section 8. Term.
This Agreement shall be effective for period of four (4) years beginning on January 1, 2004 and ending on December 31, 2007. This Agreement shall be automatically renewed for an additional one-year period upon expiration of its initial term and each
anniversary thereafter, unless terminated by either Employer or Employee upon thirty (30) days prior written notice to the other. 
  
  










 Employment Agreement – Wayne R. Holbrook 
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 Section 9. Termination. 
  

	 	a.	Definition. For purposes of this Section 9, “Change of Control” shall be defined as follows: 

  
 (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than Employer’s current Chief Executive Officer, Clinton H. Howard, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer
representing fifty percent (50%) or more of the combined voting power of Employer’s then outstanding securities; 
  
 (ii) as a result of, or in connection with, any tender offer or exchange offer, merger, or other business combination (a “Transaction”), the
persons who were directors of Employer immediately before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; 
  
 (iii) Employer is reorganized, merged or consolidated with another corporation and as a result of the reorganization,
merger or consolidation less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer; 
  
 (iv) Employer sells or disposes of all or substantially all of its assets
to any person, other corporation, or other legal entity not controlled by Employer, or the shareholders approve a plan of complete liquidation or an agreement for the sale or disposition of Employer in a majority; or, 
  
 (v) another event occurs that the Board deems to be a change in the control
of Employer. 
  

	 	b.	Non-renewal by Employer. If the Employer elects to terminate this Agreement pursuant to the terms of Section 8, the Employee, if requested by the Employer, shall
continue to render services, and shall be paid compensation as provided in this Agreement up to the date of termination, and shall be entitled to receive payment for accrued, unused personal time off as provided in the Employer’s manual for
executive employees. In addition, the Employee shall continue to be paid his base salary for a period of six (6) months following the date of termination, less all amounts required to be held and deducted. 

  

	 	c.	Non-renewal by Employee. If the Employee elects to terminate this Agreement pursuant to the terms of Section 8, the Employee shall continue to render services and
shall be paid compensation as provided in this Agreement up to the date of termination. In addition, Employee shall be entitled to receive payment for accrued, unused personal time off as provided in the Employer’s manual for executive
employees. 

  

	 	d.	Cause. If the Employee willfully breaches or habitually neglects the performance of duties required under the terms of this Agreement (“Cause”), the Employer
may terminate this Agreement by giving written notice of termination to the Employee without prejudice to any other remedy to which the Employer may be entitled either at law, in equity, or under this Agreement. In this case, Employee shall be paid
compensation as provided in this Agreement up to the date of termination, and shall be entitled to receive payment for accrued, unused personal time off as provided in the Employer’s manual for executive employees. 

  










 Employment Agreement – Wayne R. Holbrook 
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	 	e.	Good Reason. If the Employer willfully breaches any material term of this Agreement, or in the event of a Change of Control (collectively “Good Reason”),
Employee may terminate this Agreement by giving written notice of termination to the Employer without prejudice to any other remedy to which the Employee may be entitled either at law, in equity, or under this Agreement. In this case, Employee shall
be paid compensation as provided in this Agreement up to the end of the initial term or renewal term in effect, and shall be entitled to receive payment for accrued, unused personal time off as provided in the Employer’s manual for executive
employees. In addition, the Employee shall continue to be paid his base salary for a period of six (6) months following the date of termination, less all amounts required to be held and deducted. 

  

	 	f.	Death. This Agreement shall be deemed terminated as of the date of Employee’s death. In this case, the Employer shall pay compensation as provided in this
Agreement up to the date of termination. In addition, the Employer shall be obligated to pay Employee’s accrued, unused personal time off as provided for terminating employee’s in the Employer’s manual for executive employees.


  

	 	g.	Disability. Should the Employee be unable to perform his duties under this Agreement by reason of disability for a period of ninety (90) days, Employer shall have the
right to terminate this Agreement upon written notice to Employee. During the period that Employee fails to perform his duties as a result of disability, the Employee shall continue to receive compensation as provided by this Agreement to the extent
Employee has accrued, unused personal time off available. Should Employee exhaust accrued, unused personal time off prior to a date six (6) months following the date on which Employee was determined to be disabled, Employer will continue to pay the
Employee 50% of the Employee’s base compensation until the sooner of (i) the date on which Employee begins to receive disability benefits under a long-term disability insurance policy provided to Employee by or through Employer, or (ii) the
date that is six (6) months after the date on which Employee was determined to be disabled. It is the intent of the parties hereto that, in the event Employee is disabled, Employer’s maximum obligation for payment of accrued, unused personal
time off is a period of six (6) months. 

  

	 	h.	Early Termination by Employer. Should Employer terminate this Agreement prior to the end of the initial term or any renewal term in effect, other than by reason of
Cause, death or disability, whether or not such termination is in connection with or as a result of a Change of Control, Employee shall be paid compensation as provided in this Agreement up to the end of the initial term or renewal term in effect,
and shall be entitled to receive payment for accrued, unused personal time off as provided in the Employer’s manual for executive employees. In addition, the Employee shall continue to be paid his base salary for a period of six (6) months
following the date of termination, less all amounts required to be held and deducted. 

  

	 	i.	Early Termination by Employee. Should Employee terminate this Agreement prior to the end of the initial term or any renewal term in effect, other than for Good Reason,
death or disability, Employee shall be paid compensation as provided in this Agreement up to the date of termination, but shall not be entitled to receive payment for any accrued, unused personal time off, notwithstanding the provisions of the
Employer’s manual for executive employees. 

  










 Employment Agreement – Wayne R. Holbrook 
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 Section 10. Indemnity. The Employer shall indemnify the Employee and hold the Employee harmless for any
acts or decisions made by the Employee in good faith while performing services for the Employer and will use its best efforts, as may reasonably be required, to maintain coverage in the amount of $1,000,000 for the Employee under an insurance policy
covering the officers and directors of the Employer against lawsuits. The Employer shall pay all expenses, including attorney’s fees, actually and necessarily incurred by the Employee in connection with any appeal thereon, including the cost of
court settlements. 
  
 Section 11. Effect of Partial Invalidity. The
invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall remain in full force and
effect. 
  
 Section 12. Entire Agreement. This Agreement contains
the complete Agreement between the parties and shall supersede all other agreements, either oral or written, between the parties. The parties stipulate that neither of them has made any representations except as are specifically set forth in this
Agreement and each of the parties acknowledges that they have relied on their own judgment in entering into this Agreement. 
  
 Section 13. Assignment. Neither party to this Agreement may assign their rights under this Agreement unless the other party so consents to the assignment in
writing. 
  
 Section 14. Notices. All notices, requests, demands,
and other communications shall be in writing and shall be given by registered or certified mail, postage prepaid, to the addresses shown on the first page of this Agreement, or to such subsequent addresses as the parties shall so designate in
writing. 
  
 Section 15. Arbitration. Any controversy or claim
arising out of this Agreement, or the breach of this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be
entered in any court having jurisdiction. 
  
 Section 16. Attorney’s
Fees. If any action at law or in equity, including an action for declaratory relief is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney’s fees as determined
by the court in the same action. 
  
 Section 17. Amendment. Any
modification, amendment or change of this Agreement will be effective only if it is in a writing signed by both parties. 
  
 Section 18. Governing Law. This Agreement, and all transactions contemplated by this Agreement, shall be governed by, construed, and enforced in accordance
with the laws of the State of Texas. 
  
 Section 19. Headings. The
titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not affect in any way the meaning or interpretation of this Agreement. 
  










 Employment Agreement – Wayne R. Holbrook 
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 Section 20. MANAGEMENT ORGANIZATION. EMPLOYER, ACTING THROUGH ITS CHIEF EXECUTIVE OFFICER WITH THE
CONCURRENCE OF THE INDEPENDENT MEMBERS OF EMPLOYER’S BOARD OF DIRECTORS, RESERVES THE RIGHT UNILATERALLY TO REVISE THE ORGANIZATION OF ANY AND ALL OF THE MANAGEMENT FUNCTIONS AND RELATED REPORTING RELATIONSHIPS AT ITS SOLE DISCRETION. THE
CONTENTS OF THE DIAGRAM ATTACHED AS EXHIBIT A SHALL BE SUBORDINATE TO THE AUTHORITY OF THE EMPLOYER TO REVISE MANAGEMENT ORGANIZATION AND RELATED REPORTING RELATIONSHIPS AS PROVIDED IN THIS SECTION. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement on this 20th day of February, 2004. 
  

					
	 EMPLOYEE:
	 	 EMPLOYER:

		
	 	 	 Royal BodyCare, Inc.

			
	 /s/ Wayne R. Holbrook

	 	 By:
	 	 /s/ Clinton H. Howard


	 (Signature)
	 	 	 	 (Signature)

			
	 Wayne R. Holbrook
	 	 	 	 Clinton H. Howard

	 	 	 	 	 Chief Executive Officer


  









 EXHIBIT A 
  

	
	










 EXHIBIT B 
  

CASH INCENTIVE BONUS 
  
 For purposes of this Exhibit B, “Operating Margin” shall be defined as sales minus the sum of cost of goods sold and distributor commissions. Sales, cost of
goods sold and distributor commissions shall be reported each month on the same basis as that used to report the Employer’s results of operations in its audited financial statements, and in accordance with generally accepted accounting
principles. For purposes of this section, “RBC” shall mean the network marketing business conducted in the US, Canada and any other international territory, whether through a license agreement or through an entity owned by the Employer or
affiliated with the Employer, and shall exclude the operations of Employer’s wholly owned subsidiary, MPM Medical, Inc. 
  
 Employee shall be entitled to receive a cash incentive bonus based on the increase in Operating Margin earned by RBC each month. For purposes of this Exhibit, Operating
Margin shall be defined as sales minus the sum of cost of goods sold and distributor commissions. Sales, cost of goods sold and distributor commissions shall be reported each month on the same basis as that used to report the Employer’s results
of operations in its audited financial statements, and in accordance with generally accepted accounting principles. For purposes of this Exhibit, RBC shall mean the network marketing business conducted in the US, Canada and any other international
territory, whether through a license agreement or through an entity owned by the Employer or affiliated with the Employer. The Bonus shall be based on the monthly increase in RBC’s Operating Margin over RBC’s Base Operating Margin, which
is equal to $592,000. For each increment of $84,000 that RBC’s Operating Margin increases over the Base, the Employee shall receive a Bonus of $4,200. Employee shall be paid this Bonus the month following the month in which the bonus is earned.

  
 If the Employee earns a Bonus of $8,400 or more for three consecutive months,
his annual base salary shall be adjusted according to the following calculation, up to a maximum annual rate of $750,000. This adjustment shall be calculated by multiplying by 12, the difference between the lowest Bonus earned during the preceding
three-month period and $4,200. For example, if the Employee earns monthly Bonuses of $8,400, $12,600 and $12,600 in three consecutive months, the Employee’s annual base salary shall be increased by $50,400 ($8,400 - $4,200 = $4,200; $4,200 x 12
= $50,400). If the Employee earns monthly Bonuses of $4,200, $8,400 and $8,400 in three consecutive months, the Employee’s annual base salary shall not be increased ($4,200 - $4,200 = $0; $0 x 12 = $0). For each incremental increase of $50,400
in the Employee’s annual base salary, RBC’s Base Operating Margin shall increase by an increment of $84,000. An increase in the Employee’s annual base salary pursuant to this Exhibit shall become effective the first full pay period of
the second month following the last month in the three consecutive month period that gave rise the to the increase. For example, if an increase in the Employee’s annual base salary is warranted by Bonuses earned for the months of February,
March and April, the increase will become effective during the first full pay period of June. Accordingly, RBC’s Base Operating Margin for the month during which the Employee’s annual base salary is adjusted shall be prorated based on the
number of days paid at the old and new annual base salary rates. 
  
 Not
withstanding any other provisions of this Exhibit, the Employer shall not be obligated to pay the Employee in any month, a rate of base salary plus Bonus that, if annualized, would result in annual compensation exceeding $750,000. 







 If RBC’s Operating Margin is below RBC’s Base Operating Margin, as adjusted pursuant to the previous paragraph,
in any month, the Employee’s annual base salary shall be reduced effective the first full pay period following determination of this result. This reduction shall be calculated as follows: the difference between RBC’s Operating Margin and
the Base Operating Margin shall be divided by $84,000 and rounded up to the next highest whole number; this whole number shall then be multiplied by $50,400. For example, assume RBC’s Operating Margin is $1,400,000 and RBC’s Base Operating
Margin is $1,500,000. In this example, the Employee’s annual base salary would be reduced $100,800 ($1,500,000 - $1,400,000 = $100,000; $100,000 / $84,000 = 1.2; 1.2 is rounded to 2; 2 x $50,400 = $100,800). Accordingly, RBC’s Base
Operating Margin for the month during which the Employee’s annual base salary is adjusted shall be prorated based on the number of days paid at the old and new annual base salary rates. In addition, the Employer shall have the right to deduct
from future Bonus payments, any amounts paid to the Employee as increased annual base salary that were not earned. Notwithstanding any provision of this Exhibit, the Employee’s annual base salary shall in no case be less than $250,000.