Exhibit 10.7


 


EMPLOYMENT
AGREEMENT


 


This Agreement, is effective as of the 20th
day of September, 1999 (the “Effective Date”), and is by and between NATURE’S
SUNSHINE PRODUCTS, INC., a Utah Corporation, having its principal place of
business in Provo, Utah (“NSP”), and JOHN DEWYZE the
undersigned individual (“Employee”).


 


RECITALS


 


WHEREAS, NSP is in the business of (i) manufacturing
and selling numerous consumer products and services, including but not limited
to herbs, vitamins, minerals, health foods, food supplements, skin care
products and other health-related products, and (ii) distribution of
products and services by the method of multilevel marketing/direct sales
distribution;


 


WHEREAS, Employee has been employed by NSP
since June 24, 1997; and


 


WHEREAS, both NSP and Employee desire to
embody the terms and conditions of Employee’s employment in a written agreement
which shall supersede and revoke any and all prior agreements of employment,
whether written or oral.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereby agree as follows:


 


GENERAL
PROVISIONS


 


1.                                      Employment:  NSP hereby employs Employee and Employee
hereby agrees to serve NSP as Vice President, Operations.  Employee shall devote Employee’s full time
and efforts to NSP during the term of Employee’s employment and shall act with
complete loyalty to NSP.


 


NSP may assign Employee such additional or
substitute titles and duties as NSP shall determine in its sole
discretion.  Employee shall at all times
act in a professional manner.  Employee
shall perform the duties set forth in Exhibit “A”, attached hereto, and
such other duties as NSP may specify, in a competent and responsible manner and
to NSP’s reasonable satisfaction. 
Employee agrees to abide by the policies and procedures as may be set
forth in handbooks, manuals and other materials provided by NSP.


 


2.                                      Term:  The term of Employee’s employment shall
be twelve months, and shall hereinafter be referred to as the “Initial Term.”  The Initial Term shall begin as of the
Effective Date.  Unless and until
Employee’s employment with NSP is terminated by NSP or Employee for any reason
or no reason, at the end of the Initial Term this Agreement shall automatically
be renewed and extended for additional periods of twelve months each and
Employee’s employment with NSP shall continue during the extended period.


 


3.                                      Compensation:


 


(a)                                  Base
Salary:  As compensation, NSP shall
pay Employee a base salary of $136,886.62 per year
(“Base Salary”).  Base Salary shall be paid
according to NSP’s payroll schedule.


 


(b)                                  Discretionary
Bonus:  Employee shall also be
eligible to participate in the executive bonus program or any successor program
(the “EBP”).  Payment of any bonus under
the EBP is in NSP’s sole discretion according to the then current practice and
criteria established by NSP.


 

















 


(c)                                  Employee’s
Benefits:  Until Employee’s
employment is terminated, Employee shall be entitled to all standard employee
benefits then in effect for employees of NSP holding comparable titles or
positions (the “Benefits”).


 


4.                                      Termination:


 


(a)                                  Discretionary
Termination by NSP:  NSP may
terminate Employee’s employment at will, subject to this Agreement and NSP’s
obligation to pay Severance Pay to Employee as provided in Section 5.


 


(b)                                  Discretionary
Termination by Employee:  Employee
may terminate Employee’s employment by giving NSP at least two weeks’ notice of
said resignation.


 


(c)                                  Termination
for Cause by NSP:  Notwithstanding
anything in this Agreement, during the Initial Term and thereafter NSP may
terminate Employee’s employment immediately for Cause.  For purposes of this Agreement, “Cause” shall
include (i) material breach by Employee of this Agreement, (ii) performance
by Employee deemed unsatisfactory to NSP acting reasonably, provided NSP’s
expectations for specific improvement are communicated to Employee in writing with
a ninety day probation period allowed for the requisite improvement, (iii) Employee’s
dishonesty or violation of company rules by Employee including that
certain Confidentiality Agreement by and between NSP and Employee, or (iv) Employee’s
conviction of or entrance of a plea of nolo contendere
to a felony or to any other crime punishable by incarceration.


 


(d)                                  Termination
upon Death or Incapacity of Employee:   Employee’s employment with NSP shall, at the
exclusive election of NSP, terminate upon the death or Incapacity of
Employee.  For purposes of Sections 4 and
5, termination of Employee’s employment by reason of Employee’s death or
Incapacity shall be considered termination of Employee’s employment by NSP without Cause and Employee shall receive the Severance Pay,
if any, pursuant to Section 5.


 


(e)                                  Definition
of Incapacity:  In this Agreement, “Incapacity”
shall mean that Employee is for a period of 95 consecutive days or more, unable
to perform Employee’s duties effectively, for reasons such as emotional, mental
or physical illness, deficiency or disability. 
In this Agreement, if any question arises as to the “Incapacity” of
Employee, NSP shall promptly engage three physicians who are members of the
American Medical Association to examine Employee and determine if Employee is
able to perform the duties of Employee’s employment with NSP.  In the event Employee appears to have mental
capacity to act, one of said three physicians shall be selected by Employee,
one shall be selected by NSP, and one shall be selected by the other two
physicians.  The decision of the three
physicians shall be conclusive for all purposes of this Agreement.


 


5.                                      Effect
of Termination on Compensation:


 


(a)                                  Discretionary
Termination by NSP:  If Employee’s
employment is terminated by NSP without Cause,
Employee shall be entitled to receive as severance pay (“Severance Pay”) the
following:  (i) an amount equal to
Base Salary for the twelve (12)) months from the date of termination (the “Severance
Pay Period”) and (ii) continuation of any coverage in effect at the date
of termination for Employee and his or her family at NSP’s expense under NSP’s
major medical and life insurance plans during the Severance Pay Period.


 


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(b)                                  Non-Renewal
by NSP Without Cause; Death; Incapacity: 
If NSP without Cause does not renew Employee’s employment at the end of the Initial
Term, or the end of any employment period thereafter, or if Employee’s
employment is terminated by reason of Employee’s death or Incapacity, then
Employee (or Employee’s estate or designated beneficiary, as the case may be)
shall receive Severance Pay for the applicable Severance Pay Period.


 


(c)                                  Termination
by Employee; Termination or Non-Renewal by NSP For Cause:  If Employee’s employment is (i) terminated
by Employee, or (ii) terminated for Cause or for Cause not renewed by NSP,
Employee shall receive only Employee’s Base Salary and the Benefits earned
through the date of such termination.


 


(d)                                  Payment:  At the option of NSP, Severance Pay may
be distributed in a lump sum or in regular biweekly checks over the Severance
Pay Period.  Any Severance Pay is subject
to required payroll deductions and withholdings.


 


(e)                                  Limitation:  Except as provided in this Section 5,
Employee shall not be entitled to any further or other Severance Pay, Base
Salary, Benefits, compensation, damages or other amounts.  Employee understands and agrees that
notwithstanding anything in this Agreement, NSP’s obligation to pay any Base
Salary, benefits or Severance Pay after termination of employment depends upon
Employee’s compliance with the agreements and covenants of Sections 6 through
9.  Except as otherwise
expressly provided in this Agreement, Employee shall not receive any
health or life insurance coverage after the date of termination, except COBRA
benefits, if any, as and to the extent prescribed by law.


 


PROTECTION OF NSP


 


6.                                      Noncompetition
and Nonsolicitation:


 


(a)                                  Definitions:  In this Section 6, the “Restricted
Territory” shall mean the United States and any country where (on the date the
notice terminating Employee’s employment is received) NSP is doing business or
planning to do business within the next year through a subsidiary or joint
venture.  In this Section 6, the “Restrictive
Period” shall mean the period (i) commencing with the Effective Date, and (ii) ending one year after the later of (x) the
date of termination of Employee’s employment (whether or not employment is
terminated by NSP or Employee, or for Cause or otherwise), or (y) the date of final payment of Severance Pay was paid
to Employee (or would have been paid but for a breach of this Agreement by
Employee or for Cause termination of Employee’s employment).


 


(b)                                  Employee
Noncompetition and Nonsolicitation Covenants: 
Employee hereby covenants and agrees that Employee shall not,
directly or indirectly, in the Restricted Territory during the Restricted
Period, do any of the following:


 


(i)                                    own an interest in
(other than less than one percent of a publicly traded company), operate, join,
control, participate in or be a distributor, agent, consultant, independent
contractor, employee, officer, director, partner, principal or shareholder of any individual, person or entity having a majority of its gross sales
from distribution of herbs and/or vitamins;


 


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(ii)                                plan for or organize
any business which competes or would compete with any herb or
vitamin product of NSP, or combine with any other employee or
representative of NSP to organize any such competitive business;


 


(iii)                            solicit, induce or
influence (or seek to induce or influence) any person under contract with NSP
(including any associate or distributor of NSP) to terminate or alter his or
her relationship with NSP; or


 


(iv)                               solicit any customer of
NSP where the identity or any significant information about such customer was
or is Confidential Information of NSP (as such term is defined in that certain
Confidentiality Agreement by and between Employee and NSP).


 


(c)                                  Extension
of Restrictive Period:  Employee
agrees that NSP, in its sole discretion, may extend the Restrictive Period and
the foregoing restrictive covenants in Section 6(b) for up to an additional
year.  To do so, NSP must (i) give
Employee at least ninety days prior notice of its intention to extend the
restrictive covenant, and (ii) pay Employee an amount equal to the Base
Salary for and during the period of such extension.  Any such payments shall be paid according to
NSP’s regular payroll schedule.


 


(d)                                  Intentions:  It is the intention of the parties that the
foregoing restrictive covenant be enforced as written, and, in any other event,
enforced to the greatest extent (but to no greater extent) in time, territory
and degree of participation as permitted by applicable law.


 


7.                                      Non-Disparagement:  Employee hereby also covenants not to
disparage, orally or in writing, NSP or its management (including NSP’s
products, practices and policies) to any NSP employee, associate, distributor
or member of the public or press. 
Employee understands and agrees that Employee may lose any right to
Severance Pay if Employee breaches this covenant not to disparage.


 


8.                                      Acknowledgement:  Employee acknowledges that Employee’s
covenants and agreements in Sections 6 and 7 are reasonable and necessary to
protect the legitimate interests and Confidential Information of NSP.  Employee acknowledges that Section 6 is
not so broad as to prevent Employee from earning a livelihood or practicing
Employee’s chosen profession after termination of Employee’s employment.  The parties acknowledge and agree that the
compensation and benefits provided for under this Agreement are in substantial
part consideration for Employee’s covenants in Sections 6 and 7.


 


9.                                      Enforcement:  For any breach of Section 6, 7, 8 or
9, Employee agrees that NSP is entitled to equitable and other injunctive
relief which may include, but shall not be limited to restraining Employee from
rendering any service or performing or participating in any activity in breach
of this Agreement.  However, no remedy
available under this Agreement (including this Section 9) is intended to
be exclusive of any other remedy, and each and every remedy shall be cumulative
and shall be in addition to every other available remedy or now hereafter
existing at law or in equity, by statute or otherwise.


 


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MISCELLANEOUS


 


10.                               Entire
Agreement:  This Agreement (including
the recitals and Exhibit “A”, attached hereto) sets forth the entire
agreement and understanding between Employee and NSP and cannot be modified or
altered, nor can any provision hereof be waived, except in writing signed by
Employee and a duly authorized officer of NSP.


 


11.                               Interpretation:  The Section and other headings in
this Agreement are for reference only and shall not affect the construction of
this Agreement.  Whenever the context
requires, the singular shall include the plural, the plural shall include the
singular, and the whole shall include any part thereof.


 


12.                               Invalidity
of Provision:  If any provisions in
this Agreement are held invalid, illegal or unenforceable in any respect for
any reason, such invalid, illegal or unenforceable provision(s) shall be
limited, construed or eliminated to the extent necessary to remove such
invalidity, illegality or unenforceability and the other provisions of this
Agreement shall not be affected thereby.


 


13.                               Binding
Effect:  This Agreement shall inure
to the benefit of and be binding upon Employee and Employee’s heirs and
personal representatives, and upon NSP and its successors and assigns.  Employee’s covenants and agreements of
Sections 6 through 9 shall survive the termination of Employee’s employment by
any means, reason or party.


 


14.                               Waiver:  No waiver of any provision of this
Agreement shall constitute a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver.


 


15.                               Notice:  Any notice given under this Agreement
shall be in writing and shall be sufficient if personally delivered or sent by
registered or certified mail and addressed, if to Employee, to Employee’s
address set forth in NSP’s records, or if to NSP, to its principal office.  Such notice shall be deemed given when
delivered if delivered personally, or, if sent by registered or certified mail,
at the earlier of actual receipt or three days after mailing in United States
mail, addressed as aforesaid with postage prepaid.


 


16.                               Governing
Law:  This Agreement shall be
governed by the laws of the State of Utah and any litigation arising out of it
shall be conducted in applicable state courts located in Utah County or federal
courts located in Salt Lake County, Utah. 
The parties expressly consent to such jurisdiction and venue.


 


AGREED TO AND ACCEPTED AS OF THE DATE FIRST
ABOVE WRITTEN:


 


	
  Employee:

  	
  Employer:

  
	
   

  	
   

  	
   

  
	
  JOHN DEWYZE

  	
  NATURE’S SUNSHINE PRODUCTS, 

  INC.

  
	
   

  	
   

  
	
    \s\ John DeWyze

  	
   

  	
  By 

  	
  \s\ Daniel P. Howells

  
	
  Signature

  	
   

  
	
   

  	
  Name

  	
  Daniel P. Howells

  
	
   

  	
   

  
	
   

  	
  Title 

  	
  President – CEO

  
							



 


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EXHIBIT “A”


TO


EMPLOYMENT
AGREEMENT


BETWEEN


NATURE’S
SUNSHINE PRODUCTS, INC.


AND


JOHN
DEWYZE


 


Duties of
Employee


 


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