SETTLEMENT AND RELEASE AGREEMENT
THIS
SETTLEMENT AND RELEASE AGREEMENT is entered into in Provo, Utah, by
and between Nu Skin International, Inc., 75 West Center Street,
Provo, Utah 84601, and Lori Bush.
Parties
1.
Nu Skin or Company . As used herein, Nu Skin or Company
shall mean and refer to Nu Skin International, Inc., or any
affiliate of Nu Skin International, Inc. Affiliate means any person
or entity that controls, is controlled by or is under common
control with Nu Skin International, Inc., including, without
limitations, any direct or indirect parent or subsidiary of Nu Skin
International, Inc., or any officer, director, shareholder,
employee, or agent of Nu Skin International, Inc., or of any parent
or direct or indirect subsidiary of Nu Skin International,
Inc.
2.
Employee . As used herein, Employee shall mean and refer to
Lori Bush.
Background
Employee
was hired on February 28, 2000 and has been an at-will employee of
Nu Skin since that date. On March 31, 2006, the relationship ended.
As Employee and Nu Skin sever their employment relationship, they
mutually agree it is in the best interests of both parties to enter
into a mutual understanding, settle and compromise of all claims
and disputes, if any, between them.
Agreement
Now,
therefore, in consideration of the foregoing, the mutual promises
and covenants set forth herein, and for other good and valuable
consideration, the receipt, adequacy, and legal sufficiency of
which are hereby acknowledged, the parties mutually agree as
follows:
1.
Upon the effective date of this Agreement, Nu Skin agrees to pay in
a lump sum to Employee a severance payment of $800,000.00, less
federal and state withholding taxes and other applicable
deductions. Nu Skin shall reimburse claims made within thirty (30)
days against Employee’s Cafeteria Plan account for
Employee’s period of employment
2.
In consideration for the amount and statements set forth in
paragraph 1 hereof, Employee shall not accept employment with,
engage in or participate, directly or indirectly, individually or
as an officer, director, employee, shareholder, consultant,
partner, joint venturer, agent, equity, equity owner, distributor,
or in any other capacity whatsoever, with any direct sales or
multi-level marketing company that competes with the business of Nu
Skin whether for market share of products or for independent
distributors in a territory in which Nu Skin is doing business. The
restrictions set forth in this paragraph shall remain in effect for
a period of eighteen months following the termination of
employment.
The
Employee acknowledges: (a) that compliance with the restrictive
covenant contained in this paragraph is necessary to protect the
business and goodwill of Nu Skin and (b) that a breach will result
in irreparable and continuing damage to Nu Skin, for which money
damages may not provide adequate relief. Consequently, Employee
agrees that, in the event that she breaches or threatens to breach
this restrictive covenant or violates or breaches this Agreement,
Nu Skin shall be entitled to: (1) a preliminary or permanent
injunction to prevent the continuation of harm, (2) money damages
insofar as they can be determined, (3) recover from Employee the
monies paid to Employee pursuant to paragraph 1 above, and (4)
attorneys fees. Nothing in this agreement shall be construed to
prohibit Nu Skin from also pursuing any other remedy, the parties
having agreed that all remedies are cumulative.
It
is further recognized and agreed that the covenant set forth herein
is for the purpose of restricting Employee’ activities to the
extent necessary for the protection of the legitimate business
interests of Nu Skin and that Employee agrees that said covenant
does not and will not preclude her from engaging in activities
sufficient for the purpose of earning a living. Should Employee
breach, in the sole opinion of Nu Skin, this restrictive covenant
or any of the restrictive covenants found in Employee Key-Employee
Covenants Agreement enumerated in part under paragraph 6 of this
Agreement, Nu Skin shall have the right to stop making payments to
Employee under this Agreement.
3.
Further, in consideration for the amounts and statements set forth
in Paragraph 1 hereof, Employee, all persons and entities claiming
by, through, or under Employee, hereby completely releases Nu Skin
from all claims, charges, demands, grievances, and/or causes of
action which Employee had, has, or may claim to have based on,
arising from, or relating to Employee’s employment with Nu
Skin or the termination thereof, including, without limitation, any
claims, charges, demands, grievances, and/or causes of action
under:
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(a)
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Title VII of
the Civil Rights Acts of 1964 and 1991, as amended, which prohibit
discrimination on the basis of race, color, sex, religion, or
national origin;
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(b)
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Section 1981 of
the Civil Rights Act of 1866, which prohibits discrimination on the
basis of race;
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(c)
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The Employee
Retirement Income Security Act as of the effective date of this
Agreement;
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(d)
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any state laws
against discrimination;
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(e)
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any other
federal, state, or local statute or common law relating to
employment; or
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The
foregoing release also includes, without limitation, release of any
claims for wrongful discharge, breach of express or implied
contract of employment, employment-related torts, personal injury
(whether physical or mental), or any other claims in any way
related to Employee’s employment with or separation from Nu
Skin. Employee acknowledges and agrees that Employee has not been
discriminated against in any manner prohibited by law during
Employee’s employment with Nu Skin or with regard to
Employee’s separation from employment with Nu
Skin.
Notwithstanding
the foregoing, E