Exhibit 10.25


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT made this 27th day of
November, 2007 (this “Agreement”) by and between Richard L. Walters (the “Executive”)
and Body Shop of America, Inc. and Catalogue Ventures, Inc.
(together, the “Company”).


 


W I T N E S S E T H:


 


WHEREAS, Executive and Company desire to enter into this
Agreement setting forth the terms and conditions of the Executive’s employment
with the Company.


 


NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein and for other good and valuable consideration the
receipt and sufficiency is hereby acknowledged, the parties agree as follows:


 


1.                                       Employment. The Company
hereby employs the Executive as its Executive Vice President and Chief
Financial Officer and the Executive hereby accepts such employment with the
Company upon the terms and subject to the conditions set forth herein.


 


2.                                       Term. Subject to
earlier termination of employment in accordance with the provisions of Section 10
hereof, the term of this Agreement (the “Term”) shall commence as of the
date hereof (the “Effective Date”) and shall extend thereafter until the
tenth anniversary of the Effective Date.


 


3.                                       Position,
Duties and Reporting Relationship. During the Term, the
Executive shall have such duties and responsibilities that are reasonably
commensurate with his title, and such other duties and responsibilities as may
be assigned to him from time to time by the Board of Directors. During the
Term, the Executive shall use the Executive’s skills and render services to the
best of the Executive’s abilities in performing his duties and responsibilities
and shall not engage in any other business activities except with the prior
written approval of the Board, or its duly authorized designee, or as expressly
provided for in Section 14(b) hereof; provided that nothing
herein shall preclude the Executive from (i) serving on the boards of
directors of a reasonable number of other corporations, trade associations or
charitable organizations, subject to the prior written approval of the Board,
which shall not be unreasonably withheld, (ii) engaging in charitable
activities and community affairs or (iii) managing his personal
investments and affairs; provided, that such other activities do not,
individually or in the aggregate, interfere with the performance of the
Executive’s duties to the Company.


 


4.                                       Place of
Performance. The Executive shall perform his duties and
responsibilities and conduct business at the principal executive offices of the
Company in Jacksonville, Florida, except for required travel relating to the
Company’s business.


 


5.                                       Compensation.


 


(a)                                  Base Salary. During the
Term, the Company shall pay the Executive a base salary (“Base Salary”)
at the rate of $304,200 a year. Such Base Salary shall be subject to adjustment
from time to time by the Board in accordance with this Section 5 and shall
be payable


 

















 


in accordance with the
Company’s standard payroll policies in effect from time to time, and prorated
for any partial year of employment.


 


(b)                                 Bonus. During the
Term, the Executive shall be entitled to earn an annual bonus (the “Bonus”),
as determined by the Board based on the Executive’s successful performance of
his duties hereunder. The Bonus, if any, shall be payable at the same time bonuses
are payable to the Company’s senior executives generally in accordance with the
Company’s policies with respect thereto in effect from time to time. To be
eligible to receive such Bonus, the Executive must be employed by the Company
on the date that such Bonus is paid by the Company.


 


6.                                       Vacation,
Holidays and Sick Leave. During the Term, the Executive shall be
entitled to four (4) weeks paid vacation and such paid holidays and
personal or sick leave per calendar year in accordance with the Company’s policies
and procedures in effect from time to time for executive personnel. Such
vacation may be taken at the Executive’s discretion at such time or times as
are not inconsistent with the reasonable business needs of the Company and do
not interfere with the performance of the Executive’s duties to the Company.


 


7.                                       Business
Expenses. During the Term, the Company shall reimburse the
Executive for all reasonable travel, entertainment and other business expenses
incurred by the Executive in connection with the performance of his duties and
responsibilities hereunder upon timely submission by the Executive of receipts
and other documentation in accordance with the Company’s standard reimbursement
policies and procedures in effect from time to time.


 


8.                                       Benefits.


 


(a)                                  During the
Term, the Executive shall be entitled to participate in the standard employee
health and retirement benefit plans and programs made available to the Company’s
employees generally, as such plans and programs may be in effect from time to
time (the “Company Plans”). Such participation shall be in accordance
with the terms and conditions of such plans and programs and the Company’s
standard policies and procedures with respect thereto. During the Term, the
Company shall pay the entire premiums for medical insurance under the Company
Plans for the Executive and his immediate family.


 


(b)                                 In addition,
during the Term, the Executive shall be entitled to reimbursement for expenses
not covered by the Company Plans or otherwise for “medical care” (as such term
is defined in Section 213 of the Internal Revenue Code of 1986, as
amended) for him and his immediate family; provided, however, that such
reimbursement shall not exceed in the aggregate $10,000 per year.


 


(c)                                  During the
Term, the Company will pay the premiums on an existing term life insurance
policy on the Executive, payable to a beneficiary designated by the Executive,
not to exceed an annual premium of $930.00.


 


(d)                                 The Company
shall reimburse the Executive for the reasonable and customary expenses up to
$20,000 incurred by the Executive in moving his family to Jacksonville,
Florida. Prior to the date Executive moves his family to Jacksonville, the
Company shall continue to reimburse the Executive for his reasonable expenses
for air travel between Ohio


 


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and Jacksonville, Florida
each week, meals and parking. Reimbursement for such expenses shall cease as of
September 1, 2008 even if the Executive has not moved his family to
Jacksonville, Florida by such date.


 


9.                                       Executive
Perquisites. During the term of this Agreement, the Company
shall pay the Executive an automobile allowance of $1,000 per month.


 


10.                                 Termination of
Employment.


 


(a)                                  General. The Executive’s
employment hereunder may be terminated under the circumstances described in,
and in accordance with, this Section 10.


 


(b)                                 Death or
Permanent Disability.


 


(i)                                     The Executive’s
employment hereunder shall automatically terminate upon the death of the
Executive.


 


(ii)                                  The Board of
Directors may terminate the Executive’s employment hereunder if, as a result of
the Executive’s incapacity due to physical or mental illness or injury, the
Executive has been unable to perform the essential functions of his duties and
responsibilities for a period of either (x) one hundred eighty (180)
consecutive days, or (y) two hundred seventy (270) days (whether or not
consecutive) during any period of eighteen (18) consecutive months (“Disability”),
and no reasonable accommodation can be made (in the Board’s commercially
reasonable determination) that will allow the Executive to perform such
essential functions.


 


(c)                                  Termination by
the Company. The Board of Directors may terminate the Executive’s
employment hereunder at any time, whether for Cause (as defined below) or for
any other reason, or no reason. For purposes of this Agreement, the term “Cause”
shall mean (A) the material failure or refusal by the Executive to perform
the Executive’s duties and responsibilities hereunder (other than any such
failure resulting from the Executive’s Disability) which has not ceased within
ten (10) days after a written demand for performance is received by the
Executive from the Board of Directors, which demand identifies with reasonable
particularity the manner in which the Company believes that the Executive has
not so performed his duties and responsibilities; (B) the engagement by
the Executive in willful misconduct which is materially injurious to the
Company, monetarily or otherwise (including, but not limited to, conduct which
violates Section 14 hereof) or an act of moral turpitude which is
injurious to the Company, monetarily or otherwise; (C) the conviction of
the Executive of, or the entering of a plea of nolo contendere by the Executive
with respect to, a felony or crime involving fraud, dishonesty or moral
turpitude; (D) the material breach by the Executive of this Agreement or
the violation by the Executive of a material policy of the Company which is not
cured within thirty (30) days following receipt of notice thereof from the
Board of Directors (if such breach or violation is capable of being cured); or (E) the
breach by the Executive of any of his fiduciary duties of loyalty and trust to
the Company.


 


(d)                                 Termination by
the Executive. The Executive shall be entitled to voluntarily
terminate his employment hereunder, provided that the Executive shall give six
(6) months prior written notice to the Board of Directors (the “Notice
Period”), specifying the date as of which his termination is to become
effective. During the Notice Period, the Executive shall


 


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cooperate fully with the
Company in recruiting, hiring and training any successor(s) and achieving
a smooth transition of such of the Executive’s duties and responsibilities to
such successors and other person(s) as may be designated by the Board. The
Company reserves the right to accelerate the Date of Termination (as defined in
Subsection (f) below) with respect to a termination by the Executive of
his employment hereunder by giving the Executive prior written notice; such
acceleration, if any, shall not constitute termination without Cause by the
Company.


 


(e)                                  Notice of
Termination. Any purported termination of the Executive’s
employment by the Company or by the Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 17
hereof. As used herein, the term “Notice of Termination” shall mean a
written notice that shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances (if any) claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated.


 


(f)                                    Date of
Termination. As used herein, the term “Date of Termination”
shall mean (i) if the Executive’s employment is terminated because of
death pursuant to Subsection (b) above, the date of the Executive’s death;
(ii) if the Executive’s employment is terminated by the Board of Directors
for Disability pursuant to Subsection (b) above, the date the Notice of
Termination for Disability is delivered to Executive; (iii) if the
Executive’s employment is terminated by the Board of Directors for any reason
other than death, Disability or for Cause pursuant to Subsection (c) above,
the date specified in the Notice of Termination, which date shall not be less
than thirty (30) days from the date such Notice of Termination is given; (iv) if
the Executive’s employment is terminated by the Board of Directors for Cause
pursuant to Subsection (c) above, immediately upon delivery of the Notice
of Termination for Cause and the expiration of any cure period provided under
Subsection (c) above; and (v) if the Executive’s employment is
terminated by the Executive pursuant to Subsection (d) above, the date
specified in the Notice of Termination or such earlier date set forth in a
written notice to the Executive by the Board of Directors in accordance with
Subsection (e) above.


 


11.                                 Compensation
During Disability, Upon Termination or Death.


 


(a)                                  During any
period that the Executive fails to perform the essential functions of his
duties and responsibilities hereunder as a result of an incapacity due to
physical or mental illness, which is expected to be of more than a thirty (30)
day period (“Disability Period”), the Executive shall continue to
receive his Base Salary at the rate then in effect and other benefits to which
he is otherwise entitled hereunder for such period until his employment is
terminated pursuant to Section 10 hereof; provided that payments so made
to the Executive during the Disability Period shall be reduced by the sum of
the amounts, if any, payable to the Executive with respect to such period under
any disability benefit plans of the company, and which amounts were not
previously applied to reduce any such payment.


 


(b)                                 If the
Executive’s employment is terminated by his death or for Disability by the
Board of Directors, the Company shall pay to the Executive or his devisee,
legatee or other designee or, if there is no such designee, to his estate, as
the case may be, (i) any accrued and unpaid Base Salary, to be paid in
accordance with the Company’s standard payroll policies in effect from time to
time, (ii) subject to Section 5(b), any earned but unpaid Bonus from
any


 


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year prior to the year in
which the Date of Termination occurs, and (iii) all other unpaid amounts
and benefits, if any, to which the Executive is entitled as of the Date of
Termination under any compensation plan or program of the Company then in
effect in which the Executive participates (such amount under this clause
(iii), the “Accrued Obligations”), at the time such payments (if any)
are due in accordance with the Company’s standard policies and procedures with
respect thereto; provided that payments so made to the Executive shall
be reduced by the sum of the amounts, if any, payable to the Executive with
respect to any applicable insurance or disability benefit plans of the Company,
and which amounts were not previously applied to reduce any such payment.


 


(c)                                  Subject to the
Executive’s compliance with paragraph 10(d) and to the provisions of
paragraphs (d), (e), (f), (g), (h), (i) and (j) below, if the
Executive’s employment is terminated (i) by the Company without Cause, (ii) by
the Executive for Good Reason (as defined below) or (iii) by the Executive
for any reason after the Executive and his immediate family have moved their
primary residence to Jacksonville, Florida, the Company shall pay to the
Executive (A) an amount equal to his Base Salary then in effect for a
period equal to twelve months from the Date of Termination (the “Severance
Amount”), to be paid according to the Company’s standard payroll policies
in effect from time to time; (B) subject to Section 5(b), any earned
but unpaid Bonus from any year prior to the year in which the Date of
Termination occurs and (C) all other Accrued Obligations, at the time such
payments (if any) are due in accordance with the Company’s standard policies
and procedures with respect thereto.


 


For purposes of this Agreement, the term “Good
Reason” shall mean (x) the reduction of the Executive’s duties or
responsibilities without the Executive’s consent or the assignment of duties to
the Executive which are inconsistent with his position, which reduction or
assignment has not ceased within thirty (30) days after a written demand for
correction is received by the Company from the Executive; provided, that the
Executive shall not be entitled to terminate his employment for Good Reason so
long as he is employed in a headquarters managerial position regardless of
whether other persons are elevated to, or hired for superior positions, (y) the
relocation or attempted relocation of the Executive’s principal place of
employment beyond a fifty (50) mile radius of the Company’s current location
without the Executive’s consent and after the Executive has moved his family to
Jacksonville, or (z) any material breach by the Company of Sections 5 or 8
hereof which has not been cured within thirty (30) days following receipt by
the Company of written notice thereof from the Executive.


 


(d)                                 If the
Executive fails to provide the Company with 6-months notice and/or fails to
perform his duties during this interval of time, the obligations set forth in Section 11(c) shall
cease to exist.


 


(e)                                  If during the “Notice
Period” or for one year after the Date of Termination the Executive fails to
comply with the provisions of Section 14(a) below, then the
obligations set forth in Section 11(c) shall cease to exist.


 


(f)                                    If the
Executive becomes employed in a full-time, part-time or consulting basis by a
Competing Business (defined in Section 14(b) below), then the
obligations set forth in Section 11(c) shall cease to exist.


 


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(g)                                 If during the “Notice
Period” or for one year after the Date of Termination the Executive fails to
comply with the provisions of Section 14(c) below, then the
obligations set forth in Section 11(c) shall cease to exist.


 


(h)                                 If during the “Notice
Period” or for one year after the Date of Termination the Executive fails to
comply with the provisions of Section 14(d) below, then the
obligations set forth in Section 11(c) shall cease to exist.


 


(i)                                     In order to be
entitled to the payment(s) set forth in Subsection (c) above, the
Executive shall, at the direction of the Board, sign a waiver of all
employment-related claims the Executive may have (including any claims under
the Age Discrimination in Employment Act), other than (i) claims for
indemnification and advancement of expense made under Section 22 of this
Agreement or pursuant to the provisions of Buyer’s Certificate of Incorporation
and By-laws for claims arising from service as an officer or director of the
Buyer and its subsidiaries and (ii) claims relating to any breach by the
Company of this Agreement.


 


(j)                                     Except as
otherwise set forth in this Section 11, the Executive shall not be
entitled to any severance or other compensation after termination other than
payment of any portion of his Base Salary and Accrued Benefits through the date
of his termination.


 


12.                                 Representations
and Covenants.


 


(a)                                  The Company
represents and warrants that this Agreement has been authorized by all
necessary corporate action of the Company and is a valid and binding agreement
of the Company enforceable against it in accordance with its terms, except to
the extent that enforceability thereof may be limited by applicable bankruptcy,
reorganization, insolvency or other laws affecting creditors’ rights generally
or by general principles of equity.


 


(b)                                 The Executive
represents and warrants that he is not a party to any agreement or instrument
that would prevent him from entering into or performing his duties in any way
under this Agreement. The Executive agrees and covenants that he will submit to
such physical examinations as may be necessary to facilitate the Company
obtaining an insurance policy (in its discretion) for its benefit insuring the
life of the Executive.


 


13.                                 Successors;
Binding Agreement.


 


(a)                                  This Agreement
is not assignable by the Company except to a successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, provided that
such successor expressly assumes and agrees 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 succession had taken place.


 


(b)                                 This Agreement
is a personal contract and the rights and interests of the Executive hereunder
may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by
him, except as otherwise expressly permitted by the provisions of this
Agreement. This Agreement shall inure to the benefit of and be enforceable by
the Executive and his personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


 


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14.                                 Confidentiality
and Restrictive Covenants.


 


(a)                                  Ownership and
Protection of Proprietary Information.


 


(i)                                     As used herein,
the term “Confidential Information” shall mean data, information or
business practices relating to the business of the Company (which does not rise
to the status of a Trade Secret) which is or has been disclosed to the
Executive or of which the Executive became aware as a consequence of or through
his employment relationship with the Company and which is not generally known
to the public, the industry or its competitors. Notwithstanding the foregoing,
the term Confidential Information shall not include any data or information
that has been voluntarily disclosed to the public by the Company (except where
such public disclosure has been made by the Executive in breach of his
obligations hereunder) or that has been independently developed and disclosed
by others, or that otherwise enters the public domain through lawful means.


 


(ii)                                  As used herein,
the term “Trade Secrets” shall mean data, information or business
practices relating to the business of the Company (including, but not limited
to, technical or non-technical data, formulas, compilations, programs, devices,
methods, techniques, drawings, business processes, financial data, financial
plans, product plans) which (i) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.


 


(iii)                               Confidentiality. All
Confidential Information and Trade Secrets and all physical embodiments thereof
received or developed by the Executive while employed by the Company are
confidential to and are and will remain the sole and exclusive property of the
Company. Except to the extent necessary to perform his duties and
responsibilities hereunder or to comply with applicable law, the Executive will
hold such Confidential Information and Trade Secrets in strictest confidence,
and will not use, reproduce, distribute, disclose or otherwise disseminate the
Confidential Information and Trade Secrets or any physical embodiments thereof
and may in no event take any action causing any Confidential Information and
Trade Secrets disclosed to or developed by the Executive to lose its character
or cease to qualify as Confidential Information or Trade Secrets.


 


(iv)                              Return of
Company Property. Upon request by the Company during the Term, and
in any event upon termination of the employment of the Executive with the
Company for any reason, the Executive will promptly deliver to the Company all
property belonging to the Company, including, without limitation, all
information or data of the Company, whether or not constituting Confidential
Information and Trade Secrets, (and all embodiments thereof) then in the
Executive’s custody, control or possession.


 


(v)                                 Survival. The covenants
of confidentiality set forth in this Section 14(a) will apply on and
after the Effective Date to any Confidential Information and Trade Secrets of
the Company prior to or after the Effective Date. The covenants restricting the
use of Confidential Information will continue, and the confidentiality of such Confidential
Information shall be maintained by the Executive, for a period of twelve (12)
months following the expiration 


 


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or earlier termination of
the Term. The covenants restricting the use of Trade Secrets will continue, and
the confidentiality of such Trade Secrets will be maintained by the Executive,
following the expiration or earlier termination of the Term for so long as
permitted by Florida law.


 


(b)                                 Agreement Not
to Compete. The Executive agrees that commencing on the
Effective Date and continuing for a period of twelve (12) months following the
expiration or earlier termination of the Term (the “Non-Competition Term”),
the Executive will not (except on behalf of or with the prior written consent
of the Board, which consent may be withheld in the Board’s sole discretion or
as expressly provided for in this Subsection (b)), within the United States,
either directly or indirectly, on the Executive’s own behalf, or in the service
of or on behalf of others, engage, directly or indirectly, as a stockholder,
investor, partner, member, director, officer, employee, consultant or otherwise
in any Competing Business. As used herein, the term “Competing Business shall
mean any business which has a principal line of business engaged in, or which
derives a substantial portion of its revenue from, the retail sale of young
women’s clothing, accessories or footwear, through stores, catalogues or the
internet.


 


(c)                                  Non
Solicitation of Employees. During the Non-Competition Term, the
Executive shall not, directly or indirectly, on the Executive’s own behalf or
in the service of or on behalf of others, solicit or induce any management
level employee of the Company, to terminate his or her employment with the
Company in favor of employment by any other person, firm, corporation or other
entity. This provision will apply whether or not the employee who is solicited
or induced to terminate his or her employment is employed pursuant to a written
agreement and whether or not his or her employment is for a determined period
or at-will. Notwithstanding the foregoing, this provision shall not apply to
prohibit the Executive from hiring members of his family who are not officers
or executives of the Company.


 


(d)                                 Non-Solicitation
of Suppliers and Customers. During the Non-Competition
Term, the Executive shall not, either directly or indirectly, on the Executive’s
own behalf or in the service of or on behalf of others, solicit, divert or
appropriate, or attempt to solicit, divert or appropriate, to a Competing
Business, any individual person, firm, corporation or other entity that was an
actual or prospective supplier or large volume customer of the Company.


 


(e)                                  Enforcement of
Covenants. Without limiting the right of the Company to
pursue all other legal and equitable remedies available for violation by the
Executive of the covenants contained in this Section 14, it is expressly
agreed by the Executive and the Company that other remedies cannot fully
compensate the Company for any violation by the Executive of the covenants
contained in this Section 14 and that the Company shall be entitled to
injunctive relief, without the necessity of proving actual monetary loss, to
prevent any such violation or any continuing violation thereof. The Company and
the Executive further agree that all payments hereunder shall immediately cease
and shall no longer be an obligation of the Company in the event of any
violation of the covenants contained in Subsections (b), (c), or (d) of
this Section 14 which is not cured within (10) days of written notice
by the Company to the Executive of such violation or of a willful and material
violation of the covenants contained in Subsection (a) of this Section 14.
The Company and the Executive further agree that such forfeiture shall not be
deemed to be liquidated damages for breach of such covenants. Each party
intends and agrees 


 


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that if in any action before
any court or agency legally empowered to enforce the covenants contained in
this Section 14 any term, restriction, covenant or promise contained
herein is found to be unreasonable and accordingly unenforceable, then such
term, restriction, covenant or promise shall be deemed modified to the extent
necessary to make it enforceable by such court or agency.


 


15.                                 Entire
Agreement. This Agreement contains all the understandings
between the parties hereto pertaining to the matters referred to herein, and on
the Effective Date shall supersede all undertakings and agreements, whether
oral or in writing, previously entered into by them with respect thereto,
including, but not limited to the Severance Agreement (the “Severance Agreement”)
dated as of August 15, 2007 between Body Shop of America, Inc. and
the Executive.


 


16.                                 Amendment or
Modification Waiver. No provision of this Agreement may be amended or
waived unless such amendment or waiver is agreed to in writing, signed by the
Executive and by another duly authorized officer of the Company. No waiver by
any party hereto of any breach by another party hereto of any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same time,
any prior time or any subsequent time.


 


17.                                 Notices. Any notice to
be given hereunder shall be in writing and shall be deemed given when delivered
personally, sent by courier or telecopy or registered or certified mail,
postage prepaid, return receipt requested, addressed to the party concerned at
the address indicated below or to such other address as such party may
subsequently give notice of hereunder in writing:


 


(a)                                  To Executive
at:


 


Richard L. Walters

740 Line Way

Gahanna, OH 43230


 


(b)                                 To the Company
at:


 


Body Shop of America, Inc.

6225 Powers Avenue

Jacksonville, Florida 32217

Attention:  Chairman

Fax: 904-730-0638


 


Unless actual delivery is expressly required
hereunder, any notice delivered personally or by courier under this Section 17
shall be deemed given on the date delivered and any notice sent by telecopy or
registered or certified mail, postage prepaid, return receipt requested, shall
be deemed given on the date telecopied with receipt confirmed, or if mailed,
the earlier of the date of actual receipt or five (5) days following the
placement of the notice with the U.S. mail with adequate posting for delivery.


 


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18.                                 Severability. If any
provision of this Agreement or the application of any such provision to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of
this Agreement or the application of such provision to such person or
circumstances other than those to which it is so determined to be invalid and
unenforceable, shall not be affected thereby, and each provision hereof shall
be validated and shall be enforced to the fullest extent permitted by law.


 


19.                                 Survivorship. The
respective rights and obligations of the parties hereunder shall survive any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and obligations, including without limitation, the
Company’s rights and the Executive’s covenants under Section 14 hereof.


 


20.                                 Governing Law. This
Agreement will be governed by and construed in accordance with the laws of the
State of Florida, without regard to its conflicts of laws principles.


 


21.                                 Arbitration. In the event
of any dispute or claim relating to or arising out of this Agreement other than
injunctive and other equitable relief regarding a dispute over the covenants
contained in Section 14 hereof, such dispute shall be fully, finally and
exclusively resolved by a panel of three neutral arbitrators to be mutually
agreed upon by the parties. Such arbitration will be decided under the
employment dispute resolution rules of the American Arbitration
Association and will be held in Jacksonville, Florida. If the parties cannot
agree upon such arbitrators within twenty (20) days after submission of a party’s
request for arbitration in writing, the arbitrators will be selected in
accordance with the procedures of the American Arbitration Association. The
cost of such arbitration shall be borne equally by the Company and the
Executive. The arbitrators shall have no power or authority to award punitive
or special damages. The parties agree that the existence, content and result of
any arbitration proceeding shall be confidential, except to the extent that the
Company determines it is required to disclose such matters in accordance with
applicable laws.


 


22.                                 Indemnification. The Company
hereby agrees to indemnify and hold harmless Executive to the fullest extent
permitted by the provisions of the laws of the jurisdiction of its
incorporation against any liability, loss or expense (including reasonable
attorney’s fees and costs incurred in defense of such claims) incurred in
connection with the Executive’s services as an officer or director of the
Company or any of its subsidiaries or affiliates. The Company shall advance or
cause its subsidiaries to advance all expenses (including all reasonable legal
fees and expenses) incurred by the Executive in defending any such claim,
action or proceeding, whether civil, administrative, criminal or otherwise.


 


23.                                 Termination of
Certain Provisions. Notwithstanding any provision herein to the
contrary, the provisions of Section 8(b) hereof shall terminate
immediately prior to the consummation of (a) the initial public offering
of the Common Stock of the Buyer, (b) any merger or consolidation of the
Company with or into another person or entity or the sale or transfer of all or
substantially all of the assets of the Company, in each case in a single
transaction or in a series of related transactions, or (c) any transaction
in which the stockholders of the Company immediately prior to such transaction,
together with any and all of such stockholders’ affiliates, do not own or hold,
immediately after consummation of such transaction, at least a majority of the
shares of outstanding capital stock of the Company.


 


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24.                                 Tax Withholding. All amounts
payable and benefits provided by the Company hereunder are subject to
withholding to the extent required by law to comply with all federal, state and
local withholding tax requirements.


 


25.                                 Headings. All
descriptive headings of sections and paragraphs in this Agreement are intended
solely for convenience, and no provision of this Agreement is to be construed
by reference to the heading of any section or paragraph.


 


26.                                 Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	
   

  	
  BODY SHOP OF AMERICA, INC.

  
	
   

  	
  CATALOGUE VENTURES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis V. Hill

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard L. Walters

  
	
   

  	
  Richard L. Walters

  



 


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