EXHIBIT 10.34
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT(this "Agreement") is made and entered as of
February 13, 2004 (the "Effective Date") by and between Xxxxxx Xxxxxxx (the
"Executive") and CDRJ North Atlantic (Lux) S.ar.l., a Luxembourg societe a
responsabilite limitee ("North Atlantic") a wholly owned subsidiary of CDRJ
Investments (Lux) S.A. (in liquidation), a societe anonyme organized under the
laws of Luxembourg ("CDRY"). Intending to be legally bound by this Agreement,
the parties agree as follows:
1. Sale of Shares. Pursuant to the Stock Subscription Agreement, dated
as of August 9, 2000, between the Executive and North Atlantic as successor to
CDRJ, (the "Stock Subscription Agreement") and in consideration of the payments
described in Section 2 hereof, the receipt and sufficiency of which are hereby
acknowledged, the Executive hereby sells to North Atlantic and North Atlantic
hereby purchases from Executive all of the Executive's right, title and interest
in and to 3,476 shares (the "Shares") of Class A voting shares, par value $2.00
per share, of CDRJ (the "Common Stock"), including, without limitation, any and
all rights to distribution or receipt of shares of or other interests in North
Atlantic and any and all other property or amounts that may now or hereafter be
distributable or receivable with respect to the Common Stock, and agrees to take
any and all such action as may be necessary or appropriate to effect the
transfer of the Common Stock to North Atlantic on the Effective Date in
accordance with applicable law and this Agreement.
2. Consideration. In accordance with the Stock Subscription Agreement
and in consideration of the Executive's sale and North Atlantic's purchase of
the Shares, North Atlantic shall pay the Executive on the Effective Date and
concurrent with such sale, a total consideration of $535,304 in immediately
available funds.
3. Executive's Representations. The Executive makes the following
representations, understanding North Atlantic's reliance thereupon in making the
payments and entering into the transactions herein described:
(a) The transfer of Common Stock hereunder will not: (1) violate
any injunction, judgment, order, decree, ruling, charge, or other restriction of
any governmental agency or court to which the Executive is subject, (2) conflict
with, result in a breach of, constitute a default under any agreement to which
the Executive is a party, (3) create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under, any agreement,
contract, license, instrument, or other arrangement to which the Executive is a
party or by which he is bound or to which any of his assets is subject.
(b) The Executive holds of record and owns beneficially the
Common Stock free and clear of any taxes, security interests, options, warrants,
purchase rights, contracts, commitments, equities, claims, demands, and
restrictions on transfer (other
than any restrictions under the Securities Act of 1933, as amended, and state
and foreign securities laws, and the Stock Subscription Agreement).
(c) The Executive is not a party to any option, warrant, purchase
right, or other contract or commitment that could require the Executive to sell,
transfer, or otherwise dispose of any Common Stock (other than the Stock
Subscription Agreement).
(d) The Executive is not a party to any voting trust, proxy, or
other agreement or understanding with respect to the voting of the Common Stock.
(e) Concurrent with the execution hereof, the Executive is
delivering to North Atlantic any certificates or other instruments representing
the Shares, including but not limited to, any receipts provided to the Executive
issued in connection with the bailment agreements (the "Bailment Agreements")
entered into between the Purchaser and North Atlantic or CDRJ.
(f) In consideration of the payment made pursuant to Section 2
hereof, the Executive, on his own behalf and on behalf of each of his agents,
representatives, assigns, heirs, executors, trustees and administrators
(collectively, the "Executive Releasors") hereby irrevocably and unconditionally
releases, settles, cancels, acquits, discharges and acknowledges to be fully
satisfied, and covenants not to xxx North Atlantic, CDRJ, Xxxxxxx, Dubilier &
Rice, Inc., Xxxxxxx, Dubilier & Rice Fund V Limited Partnership, and each of
their respective subsidiaries, affiliates, successors and assigns, and each of
their respective stockholders, partners, members, managers, employees,
directors, officers, agents and other representatives (collectively, the
"Releasees") from any and all claims, contractual or otherwise, demands, costs,
rights, causes of action, charges, debts, liens, premises, obligations,
complaints, losses, damages and all liability of whatever kind and nature,
whether known or unknown ("Claims"), and hereby waives any and all rights that
he, she or it may have at the time of the signing of this Agreement, at any time
prior thereto or in the future, or that otherwise may exist or may have arisen
with respect to, in connection with, related to, under or pursuant to any of the
Shares, the Stock Subscription Agreement, the Registration and Participation
Agreement, dated as of May 20, 0000, xxxxxxx Xxxxx Xxxxxxxx, the Executive and
certain other stockholders of North Atlantic (the "Registration and
Participation Agreement") or the Bailment Agreements (the Registration and
Participation Agreement and the Bailment Agreements, collectively, the "Other
Transaction Documents"), or otherwise in connection with the offering, sale or
repurchase of the Shares by North Atlantic or the purchase, ownership or sale of
the Shares by the Executive, or otherwise in respect of the Shares, and
acknowledges to be fully satisfied all of his, her or its rights under the Stock
Subscription Agreement and the Other Transaction Documents and otherwise in
respect of the Shares. The Executive Releasors and North Atlantic hereby each
acknowledge and agree that all of their respective rights and obligations under
the Stock Subscription Agreement and the Other Transaction Documents with
respect to the Shares are hereby terminated. This Release specifically includes
Claims which may now exist but which at
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this time, are unknown, unknowable or unanticipated, or which may or may not
develop further at some point in the future and all potential Claims concerning
any unforeseeable or unanticipated further developments of known injuries.
(g) Each of the foregoing representations of the Executive is
true, correct and complete as of the Effective Date.
4. North Atlantic's Representations. North Atlantic makes the following
representations understanding the Executive's reliance thereupon in transferring
all of his right, title and interest in and to the Common Stock as provided
herein:
(a) North Atlantic is a societe a responsabilite limitee
organized and in good standing under the laws of Luxembourg.
(b) On or prior to the date hereof, and pursuant to Section 12(d)
of the Stock Subscription Agreement, the Xxxxxxx, Dubilier & Rice Fund V Limited
Partnership has validly assigned its repurchase rights under the Stock
Subscription Agreement to North Atlantic. In connection therewith, North
Atlantic is exercising the right of repurchase of the Shares at this time as
contemplated herein.
(c) the redemption of the Common Stock will not (1) violate any
injunction, judgment, order, decree, ruling, charge, or other restriction of any
governmental agency or court to which North Atlantic is subject, or (2) conflict
with, result in a breach of, or constitute a default under any agreement to
which North Atlantic is a party.
(d) the redemption of stock hereunder has been duly authorized
according to the laws of all applicable jurisdictions.
(e) Each of the foregoing representations of North Atlantic is
true, correct and complete as of the Effective Date.
5. Miscellaneous
(a) The terms of this Agreement shall be governed under the laws
of the State of California.
(b) This Agreement shall be binding on and inure to the benefit
of North Atlantic and its successors and assigns. This Agreement shall also be
binding on and inure to the benefit of Executive and his heirs, executors,
administrators and legal representatives. This Agreement shall not be assignable
by any party hereto without the prior written consent of the other party hereto.
(c) This Agreement, together with the Stock Subscription
Agreement and the letter from Jafra to the Executive, dated December 19, 2003
constitute the entire
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agreement between the parties concerning the redemption of the Common Stock. Any
conflict between this Agreement and any of the other mentioned agreements shall
be settled in favor of this Agreement.
(d) All Releasees under this Agreement who are not signatories to
this Agreement shall be deemed to be third party beneficiaries of this Agreement
to the same extent as if they were signatories hereto.
(e) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
Effective Date.
CDRJ NORTH ATLANTIC (LUX), S.ar.l.
By: /s/ Xxxxx X. Xxxxx, III
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Xxxxx X. Xxxxx, III
fonde de pouvoir
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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