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EXHIBIT 10.1
[Letterhead of Natural Health Trends Corp.]
January 3, 2007
Mr. Gernot Senke
284 Partridge Run
Mountainside, NJ 07092
Re: Employment
Terms
----------------
Dear Gernot:
I am pleased to set forth the terms and conditions of your
employment
with Natural Health Trends Corp. (the "Company"). We look forward
to your
significant contributions toward the achievement of our goals.
The Position
Commencing no later than February 12, 2007 (the "Commencement
Date"),
you will be appointed as the Company's Chief Operating Officer. You
will report
to the Company's President and CEO.
Compensation Package
Your base salary is $265,000 per year and you will also be eligible
to
receive annual incentive compensation equal to 40% of your base
salary if
certain annual performance goals for the Company's operations are
achieved.
These goals will be established by the President/CEO and the
Compensation
Committee at the beginning of each fiscal year. The incentive bonus
will be paid
in cash immediately following the completion of the Company's year
end audit of
its financial statements.
Benefits Package / Relocation
In connection with your relocation to the Dallas metroplex area,
the
Company will (i) reimburse you for reasonable out-of-pocket
expenses related to
the relocation of your household goods and personal property, and
(ii) guaranty
that you receive the Fair Value for the sale of your primary
residence located
at 284 Partridge Run, Mountainside, NJ 07092. "Fair Value" shall
mean the
average of two (2) appraisals provided by independent, reputable
appraisal
companies; provided however, if the difference between such
appraisals is more
than 5% of the lower value, then a third appraisal shall be
retained and Fair
Value shall mean the average of the two closest appraisals.
Your compensation will also include participation in our
standard
benefits program available to our U.S. based employees. For a
period not to
exceed three (3) months, you will also be provided with a temporary
living
allowance equal to $5,000 per month and reimbursement of automobile
rental
expenses and costs incurred by you in connection with your travel
to and from
the Dallas area.
<PAGE>
Equity Participation
I am also happy to inform you that the Company's Compensation
Committee
has authorized the grant on the Commencement Date to you of options
to purchase
35,000 shares of the Company's common stock, pursuant to and in
accordance with
the Company's 2007 Equity Incentive Plan. The exercise price of the
options will
be equal to the closing price of Company's common stock on the
Commencement Date
as reported on The NASDAQ National Market. The options will vest
over a three
year period and will expire 5 years following the Commencement Date
(unless your
employment with the Company is sooner terminated).
Vacation
You will be entitled to four (4) weeks vacation per annum, in
accordance with the Company's vacation policy.
Severance
Following the relocation of your permanent residence to the
Dallas
metroplex area, you will be entitled to Severance Payments (as
defined below) if
any of the following events occur:
(i) the Company terminates you without Cause (as defined below)
during
the period commencing on the date that is thirty (30) days prior to
a Change of
Control (as defined below) through and including the date that is
18 months
following such Change of Control (a "Change of Control
Termination");
(ii) you provide the Company with written notice of your
resignation
for Good Reason (as defined below) and the Company has not cured
such event
within 30 days following its receipt of such written notice; or
(iii) the Company terminates you without Cause (other than in
connection with a Change of Control as contemplated in (i)
above).
However, in order to receive any Severance Payments you must
execute
and deliver to the Company a full general release of all claims
against the
Company and its affiliates in form and substance satisfactory to
the Company.
As
used herein, the term:
(a) "Severance Payments" shall mean the continuation of the payment
of
your base salary then in effect (plus health and medical insurance
coverage as
previously provided to you) for a period of up to 12 months
following the
termination date, or until such earlier
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