IN
ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH AND THE UNITED STATES OF AMERICA,
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
INDEPENDENT CONTRACTOR.
IT IS THE EXPRESS INTENTION OF THE PARTIES THAT
CONSULTANT IS AN INDEPENDENT CONTRACTOR.
NOTHING IN THIS CONSULTING AGREEMENT,
INCLUDING THE ELECTION OF THE RULES IN THE ARBITRATION PROVISION, WILL IN ANY
WAY BE CONSTRUED TO CONSTITUTE CONSULTANT AS AN AGENT, EMPLOYEE OR
REPRESENTATIVE OF COMPANY, BUT CONSULTANT SHALL PERFORM THE SERVICES HEREUNDER
AS AN INDEPENDENT CONTRACTOR.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
CONSULTANT IS NOT AUTHORIZED TO BIND THE COMPANY TO ANY LIABILITY OR OBLIGATION
OR TO REPRESENT THAT CONSULTANT HAS ANY SUCH AUTHORITY.
CONSULTANT SHALL
FURNISH ALL TOOLS AND MATERIALS NECESSARY TO ACCOMPLISH THIS CONTRACT, AND WILL
INCUR ALL EXPENSES ASSOCIATED WITH PERFORMANCE.
CONSULTANT ACKNOWLEDGES AND
AGREES THAT CONSULTANT IS OBLIGATED TO REPORT AS INCOME ALL COMPENSATION
RECEIVED BY CONSULTANT PURSUANT TO THIS CONSULTING AGREEMENT, AND CONSULTANT
ACKNOWLEDGES ITS OBLIGATION TO PAY ALL SELF-EMPLOYMENT AND OTHER TAXES THEREON.
BENEFITS.
CONSULTANT ACKNOWLEDGES THAT CONSULTANT WILL RECEIVE NO
COMPANY-SPONSORED BENEFITS FROM COMPANY THAT ARE AVAILABLE TO EMPLOYEES,
INCLUDING WITHOUT LIMITATION PAID VACATION, SICK LEAVE, MEDICAL INSURANCE, AND
401K PARTICIPATION.
IF CONSULTANT IS RECLASSIFIED BY A STATE OR FEDERAL AGENCY
OR COURT AS AN EMPLOYEE, CONSULTANT WILL BECOME A RECLASSIFIED EMPLOYEE AND WILL
RECEIVE NO BENEFITS EXCEPT THOSE MANDATED BY STATE OR FEDERAL LAW, EVEN IF BY
THE TERMS OF COMPANY'S BENEFIT PLANS IN EFFECT AT THE TIME OF SUCH
RECLASSIFICATION CONSULTANT WOULD OTHERWISE BE ELIGIBLE FOR SUCH BENEFITS.
ATTORNEY'S FEES.
IN ANY COURT ACTION AT LAW OR EQUITY WHICH IS BROUGHT BY ONE
OF THE PARTIES TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS CONSULTING
AGREEMENT, THE PREVAILING PARTY WILL BE ENTITLED TO REASONABLE ATTORNEY'S FEES,
IN ADDITION TO ANY OTHER RELIEF TO WHICH THAT PARTY MAY BE ENTITLED.
VOLUNTARY NATURE OF CONSULTING AGREEMENT.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT THEY ARE EXECUTING THIS CONSULTING AGREEMENT VOLUNTARILY AND WITHOUT
ANY DURESS OR UNDUE INFLUENCE.
THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT
THEY HAVE CAREFULLY READ THIS CONSULTING AGREEMENT AND THAT THEY HAVE ASKED ANY
QUESTIONS NEEDED TO FULLY UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT
OF THIS CONSULTING AGREEMENT.
THE PARTIES FURTHER AGREE THAT THEY HAVE BEEN
PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF THEIR CHOICE BEFORE
SIGNING THIS CONSULTING AGREEMENT.
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The parties have executed this Consulting Agreement below to indicate their
acceptance of its terms.
DOUGLAS FAGGIOLI
NATURE'S SUNSHINE PRODUCTS, INC.
Douglas Faggioli
Address:
1314 East 660 North
Address:
75 E 1700 South
Orem, UT 84097
Provo, Utah 84040
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EXHIBIT A
RELEASE AGREEMENT
THIS RELEASE AGREEMENT (this "Release") is made by and between Douglas Faggioli
(the "Executive") and Nature Sunshine Products, Inc. (the "Company").
WHEREAS, Executive's employment as an executive of the Company has terminated;
and
WHEREAS, pursuant to the Employment Agreement as amended by the First Amendment
to Faggioli Employment Agreement, by and between the Company and Executive (the
"Amended Agreement"), the Company