**Exhibit 10.7**

 

**EMPLOYMENTAGREEMENT**

 

This Agreement, is effective as of the 20thday of September, 1999 (the “Effective Date”), and is by and between NATURE’SSUNSHINE PRODUCTS, INC., a Utah Corporation, having its principal place ofbusiness in Provo, Utah (“NSP”), and **JOHN DEWYZE**theundersigned individual (“Employee”).

 

**RECITALS**

 

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

 

WHEREAS, Employee has been employed by NSPsince **June 24, 1997**; and

 

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

 

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

 

**GENERALPROVISIONS**

 

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

 

NSP may assign Employee such additional orsubstitute titles and duties as NSP shall determine in its solediscretion.  Employee shall at all timesact in a professional manner.  Employeeshall perform the duties set forth in Exhibit “A”, attached hereto, andsuch other duties as NSP may specify, in a competent and responsible manner andto NSP’s reasonable satisfaction. Employee agrees to abide by the policies and procedures as may be setforth in handbooks, manuals and other materials provided by NSP.

 

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

 

**3.****                                      Compensation:**

 

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

 

**(b)****                                  DiscretionaryBonus: **Employee shall also beeligible to participate in the executive bonus program or any successor program(the “EBP”).  Payment of any bonus underthe EBP is in NSP’s sole discretion according to the then current practice andcriteria established by NSP.

 

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**(c)****                                  Employee’sBenefits: **Until Employee’semployment is terminated, Employee shall be entitled to all standard employeebenefits then in effect for employees of NSP holding comparable titles orpositions (the “Benefits”).

 

**4.****                                      Termination:**

 

**(a)****                                  DiscretionaryTermination by NSP:**  NSP mayterminate Employee’s employment at will, subject to this Agreement and NSP’sobligation to pay Severance Pay to Employee as provided in Section 5.

 

**(b)****                                  DiscretionaryTermination by Employee:**  Employeemay terminate Employee’s employment by giving NSP at least two weeks’ notice ofsaid resignation.

 

**(c)****                                  Terminationfor Cause by NSP:**  Notwithstandinganything in this Agreement, during the Initial Term and thereafter NSP mayterminate Employee’s employment immediately for Cause.  For purposes of this Agreement, “Cause” shallinclude (i) material breach by Employee of this Agreement, (ii) performanceby Employee deemed unsatisfactory to NSP acting reasonably, provided NSP’sexpectations for specific improvement are communicated to Employee in writing witha ninety day probation period allowed for the requisite improvement, (iii) Employee’sdishonesty or violation of company rules by Employee including thatcertain Confidentiality Agreement by and between NSP and Employee, or (iv) Employee’sconviction of or entrance of a plea of *nolo contendere*to a felony or to any other crime punishable by incarceration.

 

**(d)****                                  Terminationupon Death or Incapacity of Employee: ** Employee’s employment with NSP shall, at theexclusive election of NSP, terminate upon the death or Incapacity ofEmployee.  For purposes of Sections 4 and5, termination of Employee’s employment by reason of Employee’s death orIncapacity 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)****                                  Definitionof Incapacity:**  In this Agreement, “Incapacity”shall mean that Employee is for a period of 95 consecutive days or more, unableto perform Employee’s duties effectively, for reasons such as emotional, mentalor physical illness, deficiency or disability. In this Agreement, if any question arises as to the “Incapacity” ofEmployee, NSP shall promptly engage three physicians who are members of theAmerican Medical Association to examine Employee and determine if Employee isable to perform the duties of Employee’s employment with NSP.  In the event Employee appears to have mentalcapacity 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 twophysicians.  The decision of the threephysicians shall be conclusive for all purposes of this Agreement.

 

**5.****                                      Effectof Termination on Compensation:**

 

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

 

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

 

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

 

**(d)****                                  Payment: **At the option of NSP, Severance Pay maybe distributed in a lump sum or in regular biweekly checks over the SeverancePay Period.  Any Severance Pay is subjectto 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, BaseSalary, Benefits, compensation, damages or other amounts.  Employee understands and agrees thatnotwithstanding anything in this Agreement, NSP’s obligation to pay any BaseSalary, benefits or Severance Pay after termination of employment depends uponEmployee’s compliance with the agreements and covenants of Sections 6 through9.  *Except as otherwiseexpressly provided in this Agreement, Employee shall not receive anyhealth or life insurance coverage after the date of termination, except COBRAbenefits, if any, as and to the extent prescribed by law.*

 

**PROTECTION OF NSP**

 

**6.****                                      Noncompetitionand Nonsolicitation:**

 

**(a)****                                  Definitions: **In this Section 6, the “RestrictedTerritory” shall mean the United States and any country where (on the date thenotice terminating Employee’s employment is received) NSP is doing business orplanning to do business within the next year through a subsidiary or jointventure.  In this Section 6, the “RestrictivePeriod” shall mean the period **(i) ***commencing* with the Effective Date, and **(ii) ***ending* one year after the later of **(x) **thedate of termination of Employee’s employment (whether or not employment isterminated by NSP or Employee, or for Cause or otherwise), or **(y) **the date of final payment of Severance Pay was paidto Employee (or would have been paid but for a breach of this Agreement byEmployee or for Cause termination of Employee’s employment).

 

**(b)****                                  EmployeeNoncompetition and Nonsolicitation Covenants: **Employee hereby covenants and agrees that Employee shall not,directly or indirectly, in the Restricted Territory during the RestrictedPeriod, 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, independentcontractor, employee, officer, director, partner, principal or shareholder of *any individual, person or entity having a majority of its gross salesfrom distribution of herbs and/or vitamins*;

 

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

 

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

 

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

 

**(c)****                                  Extensionof Restrictive Period: **Employeeagrees that NSP, in its sole discretion, may extend the Restrictive Period andthe foregoing restrictive covenants in Section 6(b) for up to an additionalyear.  To do so, NSP must (i) giveEmployee at least ninety days prior notice of its intention to extend therestrictive covenant, and (ii) pay Employee an amount equal to the BaseSalary for and during the period of such extension.  Any such payments shall be paid according toNSP’s regular payroll schedule.

 

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

 

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

 

**8.****                                      Acknowledgement:**  Employee acknowledges that Employee’scovenants and agreements in Sections 6 and 7 are reasonable and necessary toprotect the legitimate interests and Confidential Information of NSP.  Employee acknowledges that Section 6 isnot so broad as to prevent Employee from earning a livelihood or practicingEmployee’s chosen profession after termination of Employee’s employment.  The parties acknowledge and agree that thecompensation and benefits provided for under this Agreement are in substantialpart consideration for Employee’s covenants in Sections 6 and 7.

 

**9.****                                      Enforcement: **For any breach of Section 6, 7, 8 or9, Employee agrees that NSP is entitled to equitable and other injunctiverelief which may include, but shall not be limited to restraining Employee fromrendering any service or performing or participating in any activity in breachof this Agreement.  However, no remedyavailable under this Agreement (including this Section 9) is intended tobe exclusive of any other remedy, and each and every remedy shall be cumulativeand shall be in addition to every other available remedy or now hereafterexisting at law or in equity, by statute or otherwise.

 

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**MISCELLANEOUS**

 

**10.****                               EntireAgreement: **This Agreement (includingthe recitals and Exhibit “A”, attached hereto) sets forth the entireagreement and understanding between Employee and NSP and cannot be modified oraltered, nor can any provision hereof be waived, except in writing signed byEmployee and a duly authorized officer of NSP.

 

**11.****                               Interpretation: **The Section and other headings inthis Agreement are for reference only and shall not affect the construction ofthis Agreement.  Whenever the contextrequires, the singular shall include the plural, the plural shall include thesingular, and the whole shall include any part thereof.

 

**12.****                               Invalidityof Provision: **If any provisions inthis Agreement are held invalid, illegal or unenforceable in any respect forany reason, such invalid, illegal or unenforceable provision(s) shall belimited, construed or eliminated to the extent necessary to remove suchinvalidity, illegality or unenforceability and the other provisions of thisAgreement shall not be affected thereby.

 

**13.****                               BindingEffect: **This Agreement shall inureto the benefit of and be binding upon Employee and Employee’s heirs andpersonal representatives, and upon NSP and its successors and assigns.  Employee’s covenants and agreements ofSections 6 through 9 shall survive the termination of Employee’s employment byany means, reason or party.

 

**14.****                               Waiver: **No waiver of any provision of thisAgreement shall constitute a waiver of any other provision, whether or notsimilar, nor shall any waiver constitute a continuing waiver.

 

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

 

**16.****                               GoverningLaw: **This Agreement shall begoverned by the laws of the State of Utah and any litigation arising out of itshall be conducted in applicable state courts located in Utah County or federalcourts located in Salt Lake County, Utah. The parties expressly consent to such jurisdiction and venue.

 

AGREED TO AND ACCEPTED AS OF THE DATE FIRSTABOVE 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**

**EMPLOYMENTAGREEMENT**

**BETWEEN**

**NATURE’SSUNSHINE PRODUCTS, INC.**

**AND**

**JOHNDEWYZE**

 

**Duties ofEmployee**

 

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