EXHIBIT 10.30
FORM OF CONSENT TO ASSIGNMENT OF STOCK SUBSCRIPTION AGREEMENT
This CONSENT TO ASSIGNMENT AGREEMENT (the "Agreement"), dated as of May
___, 2003, between, CDRJ Investments (Lux) SA, a Luxembourg societe anonyme
("Assignor"), CDRJ North Atlantic (Lux) S.ar.l., a Luxembourg societe a
responsabilite limitee or any successor thereof ("Assignee"), and the Purchaser
whose name appears on the signature page hereof ("Purchaser").
WHEREAS, Assignor is party to one or more Management Stock Subscription
Agreements (the "Management Stock Subscription Agreement"), Director Stock
Subscription Agreements (the "Director Stock Subscription Agreement") and/or
Individual Investor Stock Subscription Agreements (the "Individual Investor
Stock Subscription Agreement" and, together with the Management Stock
Subscription Agreements and the Director Stock Subscription Agreements, the
"Stock Subscription Agreements"), each dated as of the date or dates set forth
on the signature page hereof, with the Purchaser pursuant to which Purchaser
purchased shares of capital stock of Assignor pursuant to the Jafra Cosmetics
International, Inc. Stock Incentive Plan (the "Plan") or otherwise;
WHEREAS, Assignor intends to liquidate and, as a result of such
liquidation, will distribute (the "Distribution") to its shareholders, including
Purchaser, cash and shares of capital stock of Assignee for each share of
Assignor owned by such shareholders;
WHEREAS, prior to the Distribution, Assignee will enter into a
Registration and Participation Agreement to be dated as of the date of the
Distribution (the "New R&P Agreement") among Assignee and Xxxxxxx, Dubilier &
Rice Fund V Limited Partnership and the other parties thereto;
WHEREAS, prior to such Distribution, Assignee will convert its
corporate form into a societe anonyme with a capital structure similar to the
Assignor in order to facilitate the Distribution;
WHEREAS, in connection with the liquidation (effective as of the
Distribution), Assignor desires to assign, and Assignee desires to accept, all
of the Assignor's rights, title, interest and obligations under the Stock
Subscription Agreements (the "Assignment"); and
WHEREAS, the Purchaser consents to the assignment of the Stock
Subscription Agreements by Assignor to Assignee.
NOW, THEREFORE, in consideration of the promises and covenants
contained herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, each of the parties hereto hereby covenants and
agrees as follows:
1. Purchaser hereby consents to the Assignment.
2. Effective on the date hereof, Purchaser 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 all claims,
obligations, liabilities and commitments whatsoever, known or unknown, with
respect to, arising from or in connection with the Stock Subscription
Agreements.
3. Effective upon the Distribution, the Stock Subscription
Agreements shall be amended such that (i) all references to "CDRJ Investments
(Lux) S.A." shall be changed to "CDRJ North Atlantic (Lux) S.ar.l," (or any
successor name thereof) and (ii) all references to the shares of common stock
Assignor shall refer to shares of Assignee to be received in the Distribution
and (iii) all references to the "Registration and Participation Agreement" or to
the "Registration Agreement" shall refer to the New R&P Agreement.
4. Upon the consummation of the Distribution, all shares of
Assignee to be received by the Purchaser in the Distribution will be subject to
all of the terms of the Stock Subscription Agreements and the New R&P Agreement
as provided therein.
5. In accordance with applicable law, Assignor hereby assigns and
transfers, on the date hereof, and at such time Assignee hereby accepts from
Assignor, all of the right, title and interest, known and unknown, of Assignor
in and to the Stock Subscription Agreements. Assignee hereby assumes and agrees
to pay, honor and discharge, when due and otherwise in accordance with the terms
and conditions of the Stock Subscription Agreements, as of the date hereof all
liabilities of Assignor existing as of the date hereof, whether known or
unknown, contingent or matured or otherwise unsatisfied as of the date hereof.
6. Except as specifically amended above, the Stock Subscription
Agreements shall remain in full force and effect, as amended by this Agreement.
7. This Agreement shall be of no force and effect and shall
automatically expire if the Distribution and Assignment are not consummated.
8. 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, except to the extent the
law of Luxembourg mandatorily applies.
9. 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:
CDRJ NORTH ATLANTIC (Lux) S.ar.l
By:_____________________________
Name:
Title:
PURCHASER
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________________________________________
Name:
Title: Attorney-in-Fact
Date(s) of Stock Subscription Agreement:
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