Texas 75019 and Ray Robbins
, individually and as president of Robbins
(collectively, "Robbins) whose principal place of business is
located at 2201 Ingleside, Grand Prairie, Texas 75050 (hereinafter collectively,
is highly respected in the network marketing field and
is desirous of continuing to utilize his
expertise as a consultant to
build motivate, educate and build its downline organization;
, in connection with the development of its business, Mannatech
previously entered into a confidential relationship with Robbins
has acquired and will continue to acquire an intimate knowledge of Mannatech's
business and will obtain or has obtained specialized skills.
continue to permit or has permitted Robbins
to have access to and to utilize its
is key to the business of Mannatech
and Mannatech will
provide or has provided Robbins
with access to such CONFIDENTIAL INFORMATION and
trade secrets of Mannatech
has agreed to enter into this Agreement
Mannatech downline of which Robbins
is a party, including any compensation
due to Robbins
as an Associate under Mannatech's
compensation plan, as it
understands and agrees that the
Grandfathered Positions will not be entered into the Enterprise until on or
about February 2002, and any and all commissions then due will be
automatically generated through Enterprise.
shall properly pay,
when due, any and all tax liability resulting from and due any taxing
authority on account of the effect of this Agreement
, and shall indemnify
and hold Mannatech harmless from the same.
1.3 PRIOR PAYMENT OF COMMISSIONS.
has used its best efforts to
manually compute any and all commissions due Robbins
and for which Robbins
has been paid from November 2000 to December 31, 2001 for positions 6103
and 994 ("Prior Payments") . The Parties agree that all Prior Payments made
under the terms of the July 19, 2000 agreement are final as of
the close of Business Period 13 (2001) and no further payments are due; and
further agrees to discharge any obligation of Mannatech
grandfather positions 6103 and 994.
for himself and his
respective representatives, successors
duties shall be those assigned and agreed to between Mannatech
and himself from time-to-time, but shall include development of
recruiting and Associate downline matters.
2.1.3 He will serve Mannatech diligently, faithfully and to his ability
Robbins Enterprises, Inc.