EXHIBIT 10.31
FORM OF CONSENT TO ASSIGNMENT, ASSUMPTION AND NOVATION OF EMPLOYMENT AGREEMENT
This CONSENT TO ASSIGNMENT, ASSUMPTION AND NOVATION of EMPLOYMENT
AGREEMENT (the "Agreement"), dated as of May ___, 2003, between CDRJ Investments
(Lux) SA, a Luxembourg societe anonyme ("Assignor"), Jafra Worldwide Holdings
(Lux) S.ar.l., a Luxembourg societe a responsabilite limitee ("Assignee"), Jafra
Cosmetics International, Inc., a Delaware corporation ("Employer") and the
Executive whose name appears on the signature page hereof (the "Executive").
WHEREAS, Assignor is a party to the Employment Agreement dated as of
the date set forth on the signature page hereof (the "Employment Agreement")
with the Employer and the Executive pursuant to which the Executive is employed
by the Employer, an indirect wholly owned subsidiary of Assignor;
WHEREAS, as part of a restructuring of Assignor and its subsidiaries,
Assignee will assume certain assets and obligations of Assignor, Assignor will
liquidate and make a liquidating distribution to its shareholders, the Employer
will pay a special cash bonus to its employees who hold stock options (including
Executive), and Assignee will become the direct parent corporation of the
Employer (the "Transactions");
WHEREAS, in connection with the Transactions, Assignor desires to
assign and Assignee desires to assume, all the Assignor's rights, title,
interest and obligations under the Employment Agreement (the "Assignment"); and
WHEREAS, Executive wishes to consent to the assignment of the
Employment Agreement by Assignor to Assignee, and to release Assignor from its
obligations under the Employment Agreement.
NOW, THEREFORE, in consideration of the promises, covenants and
agreements contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, each of the parties hereto hereby
covenants and agrees as follows:
1. Each of the Executive and the Employer hereby consent to the
Assignment.
2. Effective on the date hereof, Executive for himself or herself
and on behalf of his or her heirs, executors, administrators, successors and
assigns hereby releases and discharges Assignor from and against any and all
claims, obligations, liabilities and commitments whatsoever, known or unknown,
with respect to, arising out of or in connection with the Employment Agreement.
3. Effective on the date hereof, the Employment Agreement shall
be amended such that all references to "CDRJ Investments (Lux) S.A." shall be
changed to "Jafra Worldwide Holdings (Lux) S.ar.l."
4. In accordance with applicable law, Assignor hereby assigns and
transfers, on the date hereof, Assignee hereby accepts from Assignor, all of the
right, title and interest, known and unknown, of Assignor in and to the
Employment Agreement. Assignee hereby assumes and agrees to pay, honor and
discharge, when due and otherwise in accordance with the terms and conditions of
the Employment Agreement, as of the date hereof all liabilities, obligations and
commitments of Assignor with respect to, arising, out of or in connection with
the Employment Agreement existing as of the date hereof, whether known or
unknown, contingent or matured or otherwise unsatisfied as of the date hereof.
5. Except as specifically amended above, the Employment Agreement
shall remain in full force and effect, as amended by this Agreement.
6. This Agreement shall be of no force and effect if the
Transactions are not consummated.
7. This agreement shall be governed by and construed in
accordance with the law of the State of New York, regardless of the law that
might be applied under principles of conflict of laws. Notwithstanding the
foregoing, the choice of law provision contained in this Section 7 shall not be
deemed to amend any choice of law provision contained in the Employment
Agreement.
8. This Agreement may be signed in one or more counterparts, each
of which shall be deemed an original and together which shall constitute one and
the same instrument.
-Signature page follows-
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
CDRJ INVESTMENTS (Lux) SA.
By:__________________________________
Name:
Title:
JAFRA WORLDWIDE HOLDINGS (Lux) S.ar.l
By:__________________________________
Name:
Title:
JAFRA COSMETICS INTERNATIONAL, Inc.
By:__________________________________
Name:
Title:
EXECUTIVE
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_______________________________
Name:
Title: Attorney-in Fact
Date of Employment Agreement:
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