EXHIBIT 10.24
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and effective this 1st
day of April, 2000, by and between Mannatech, Incorporated ("Employer"), a Texas
corporation whose principal place of business is 600 S. Royal Lane, Suite 200,
Coppell, Texas and Robert M. Henry ("Employee"), who resides at 21 Azalea Trail,
Westfield, New Jersey 07090.
WITNESSETH:
WHEREAS, the Employer is in the business of operating a network
marketing company which sells a proprietary line of dietary supplements,
cosmetics and over-the-counter drugs ("Products") and which compensates its
distributors ("Associates") by a defined compensation plan;
WHEREAS, in connection with the development of its business the
Employer has agreed to hire Employee as Chief Executive Officer under terms and
conditions to be set forth herein; and
WHEREAS, Employer intends to enter into a confidential relationship
with the Employee whereby the Employee will acquire an intimate knowledge of the
Employer's business and will obtain or has obtained specialized skills. The
Employer will permit the Employee to have access to and to utilize the business
goodwill, cost and pricing information, CONFIDENTIAL INFORMATION (as defined
herein) and various trade secrets of the Employer, including without limitation,
marketing programs, business relationships, customer lists, business plans,
financial data, privileged legal information and other compilations of
information developed by the Employer and essential to its business;
WHEREAS, the Employee will be a key employee of the Employer and the
Employer will provide or has provided the Employee with access to such
CONFIDENTIAL INFORMATION and trade secrets in reliance upon the Employee
entering into this Agreement; and
WHEREAS, in conjunction with the Employee's hiring and subsequent
access to and use of the CONFIDENTIAL INFORMATION and trade secrets of the
Employer, the Employee has agreed to enter into this Agreement with the
Employer;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and upon the terms, conditions and provisions
hereinafter set forth, the Employer and the Employee do hereby agree as follows:
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ARTICLE I.
DUTIES AND COMPENSATION
1. Employee is hired, commencing April 1, 2000 as Chief Executive
Officer or other such comparable position as the parties shall agree. The term
of this Agreement, unless otherwise modified in writing is for a three (3) year
calendar period, ending on March 31, 2003. Unless this Agreement is terminated
by written notice by either party at least ninety (90) days prior to March 31,
2003, this Agreement shall renew on April 1, 2003 for an additional one-year
period, with like automatic renewals occurring at least ninety (90) days prior
to each subsequent anniversary date of this Agreement unless or until written or
other termination is effected.
2. Employee is engaged to serve as Chief Executive Officer at an
annual salary of $350,000 (Three Hundred Fifty Thousand Dollars). Employee,
initially, shall report directly to the Board of Directors and be directly
responsible for the ultimate responsibility, subject to the actions of the Board
of Directors, for the following functional areas: Domestic Operations, North
American Operations, Accounting, Legal and Regulatory Affairs.
3. Until December 31, 2000, the Employee shall be entitled to the
reimbursement of all legitimate expenses incurred as an Employee of the
Employer, which shall also specifically include, air fare to and from his home
in New Jersey and reasonable living expenses until such time as employee shall
have moved his residence to the Dallas-Fort Worth, Texas Area. The Company shall
also pay the reasonable costs of relocation by the Employee and his family to
the Dallas-Fort Worth area, which shall include realtor's fees and reasonable
related expenses in connection with the sale of his New Jersey home and
customary reasonable fees and expenses payable by a buyer in connection with the
acquisition of a Texas property in the Dallas-Fort Worth area. Further, any
negative tax consequences accruing to the Employee, if any, resulting from
payments under this provision shall be reimbursed by the Company.
4. Employee is eligible and shall participate in accordance with the
usual rules of participation in all Company and officer benefits accorded and
accruing to an employee of his rank. These include, but may not be limited to:
a. Medical, dental, life, long and short-term disability
insurance, commencing 31 days after the inception of
employment; coverage under the Company's director and
officer liability insurance policies;
b. The executive company car program;
c. Company stock option plans commencing in the year 2000 on a
basis equivalent to all other persons of his corporate rank
and title (it being specially agreed that if stock options
are hereafter granted based on rank, that Employee shall
receive not less than a grant of 150,000 options);
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d. The executive bonus plan (which participation will be pro-
rated for calendar 2000, based upon your term of
employment) on a basis equivalent to all other persons of
his corporate rank and title; and
e. The Company's 401-K Plan.
As additional benefits and programs of benefits are added for employees,
generally, and employees of your rank, specifically, you will be entitled to
participate in those benefits and programs of benefits as the same become
offered.
5. Employee shall be entitled to twenty (20) days paid vacation for each
full year of employment.
ARTICLE II.
DUTIES, NON-COMPETITION and NON-SOLICITATION
1. Employee agrees to serve in the position of Chief Executive officer,
or such other position as the parties may hereafter agree during the term of
this agreement, and to perform diligently and to the best of Employee's
abilities the duties and services appertaining to such offices, as well as such
additional duties and services appropriate to such office upon which the parties
mutually may agree from time-to-time or as shall be designated by the Board of
Directors. The Employee also agrees that his employment is subject to the
current and future policies and procedures maintained and established by the
Employer. The Employee shall devote the Employee's full productive time, best
efforts, ability and attention to the business of the Employer and the
performance of the Employee's duties.
2. Employee acknowledges and understands that from time to time the
Employee's duties may require the Employee to work on-site at a non-company
location. In such instance, the Employee agrees to comply with all of the
policies, procedures and directives relevant to working at such non-company
location.
3. Employee represents and admits that in the termination of the
Employee's employment for any reason whatsoever, the Employee's experiences and
capabilities are such that the Employee can obtain employment in business
engaged in other lines and/or of a different nature, and that the enforcement of
a remedy by way of injunction will not prevent the Employee from earning a
livelihood.
4. Employee acknowledges that the Employee will receive special knowledge
and specialized training from the Employer, included in which is the
CONFIDENTIAL INFORMATION identified in Article III below. The Employee further
acknowledges that training provided by the Employer and the CONFIDENTIAL
INFORMATION is valuable to the Employer and, therefore, the Employer's
investment in the training and the protection and
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maintenance of the CONFIDENTIAL INFORMATION constitutes a legitimate interest to
be protected by the Employer by the covenant not to compete, set forth in
Article II of this Agreement.
5. Non-Competition. The Employee therefore agrees that for a period of
one (1) year after the Employee shall cease to be employed by the Employer for
any reason, the Employee shall not engage in any form of business which is
competition with the Employer, including through the business of any person,
company, firm, corporation, partnership, association, agency, or business, and
particularly through a party known to the Employee to be an independent contract
sales associate and/or customer of the Employer or with whom the Employee had
contact during, or by reason of, the Employee's employment by the Employer.
6. Non-Solicitation. The Employee further agrees that for a period of
one (1) year after the Employee shall cease to be employed by the Employer for
any reason, the Employee will not, either directly or indirectly, through any
person, firm, association or corporation with which the Employee, customer
and/or independent contractor sales associate ("Subject Person") is now or may
hereafter become associated with, solicit, cause, influence or induce any
present or future Subject Person of the Employer or its affiliates to leave the
employ or business relationship with the Employer or its affiliates to accept
employment or a business relationship with the Employee or with such person,
firm, association, or corporation with whom the Employee may then be affiliated.
As set forth above, the Employee acknowledges that the foregoing non-
competition and non-solicitation covenants are ancillary to or a part of an
otherwise enforceable agreement, such being the general agreement of Employment
and its related agreements concerning confidentiality and non-disclosure of
CONFIDENTIAL INFORMATION and non-solicitation, at the time that this non-
competition covenant is made, that the limitations as to time defined herein are
reasonable and do not impose a greater restraint than is necessary to protect
the goodwill or other business interests of the Employer, that the limitations
as to geographic area defined herein are reasonable and do not impose a greater
restraint than is necessary to protect the goodwill or other business interests
of the Employer, and that the scope of activity to be restrained defined herein
is reasonable and does not impose a greater restraint than is necessary to
protect the good will or other business interests.
7. Employee agrees that in the highly competitive business in which the
Employer is engaged, personal contact is of primary importance in securing new
and retaining present Associates and customers. The Employee also agrees that
the Employer has a legitimate interest in maintaining its relationships with its
Associates and customers and that it would be unfair for the Employee to solicit
the business of the Employer's Associates and customers and exploit the personal
relationships the Employee develops with the Employer's Associates and customers
by virtue of the Employee's access to the Employer's customers as a result of
the Employee's employment by the Employer.
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8. The foregoing covenants not to compete and solicit shall not be held
invalid or unenforceable because of the scope or the territory or actions
subject thereto or restricted thereby, or the period of time within which such
Agreement is operative; but an award or decree in arbitration or any judgment of
a court of competent jurisdiction, as the case may be, may define the maximum
territory and actions subject thereto and restricted by this Article II and the
period of time during which the Agreement is enforceable. Any alleged breach of
other provisions of this Agreement asserted by the Employee shall not be a
defense for the Employee to claims arising from the Employer's enforcement of
the provisions of this paragraph. Should the Employee violate the non-
competition, non-solicitation covenants of this Article II, then the period of
time for these covenants shall automatically be extended for the period of time
from which the Employee began such violation until the Employee permanently
ceases such violation.
9. Irrespective of the term of employment under this Agreement, and in
consideration of the promises specified in Article II of this Agreement, the
Employer agrees as follows:
a. To provide specialized training as specified herein; and
b. To provide the Employee with access to the Employer's software
and files, records, marketing procedures, processes, computer
programs, compilations of information, records, Associate and
client requirements, pricing techniques, lists, formulae, lists
identifying Associates, partners, potential investors, methods of
doing business and other CONFIDENTIAL INFORMATION which is
regularly used in the operation of the business of the Employer.
10. Employee represents and warrants that the delivery and execution of
this agreement will not cause a breach in the terms of any existing agreement to
which he is a party nor interfere with any undertakings which he is bound to
perform or refrain from under any such agreements.
11. Employee shall be bound by and abide by all employee and officer
policies of the Company in effect during the term of his employment.
12. Employee acknowledges and agrees that he owes a fiduciary duty of
loyalty, fidelity, and allegiance to act at all times in the best interests of
Company. In keeping with these duties, Employee shall make full disclosure to
Company of all business opportunities pertaining to Company's business and shall
not appropriate for Employee's own benefit business opportunities concerning the
subject matter of the fiduciary relationship.
13. Article II, Paragraphs 5 and 6 shall survive the execution,
performance and/or termination of this Agreement, subject to the time and scope
limitations set forth therein.
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ARTICLE III.
CONFIDENTIAL INFORMATION
1. The Employer will provide or has provided the Employee with
specialized information concerning the products and the business operations of
the Employer. Irrespective of the term of employment, and in consideration of
the Employee's promises specified in Article II of this Agreement, the Employer
agrees to provide specialized training and instruction to the Employee for the
job duties assigned to the Employee, and agrees to provide specialized training
to the Employee for such additional job duties as the Employer may, in good
faith, direct or as the interests, needs and business opportunities of the
Employer shall require or make advisable.
2. During the course of the Employee's employment and training incident
thereto the Employee will be or was given access to the Employer's CONFIDENTIAL
INFORMATION concerning Products and the business operations of the Employer.
3. The Employee acknowledges that in the further course of the Employee's
employment with the Employer, the Employee will gain a close, personal and
special influence with the Employer's customers and will be acquainted with all
of the Employer's business, particularly the Employer's CONFIDENTIAL INFORMATION
concerning the business of the Employer and its affiliates.
4. For purposes of this Agreement "CONFIDENTIAL INFORMATION" shall mean
and include information disclosed to the Employee or known by the Employee
through the Employee's employment with the Employer, not generally known in the
Employer's industry, about the Employer's products, processes and services,
including but not limited to information concerning inventions, trade secrets,
research and development, as well as all data or information concerning
customers (including, Associates), customer lists (including downline reports
and similar reports of business activities and relevant information concerning
persons who conduct the same), prospect lists, mailing lists, sales leads,
contracts, financial reports, sales, purchasing, price lists, product costs,
marketing programs, marketing plans, business relationships, business methods,
accounts payable, accounts receivable, accounting procedures, control procedures
and training materials.
5. The Employee recognizes that the Employee's position with the Employer
is one of the highest trust and confidence by reason of the Employee's access to
the CONFIDENTIAL INFORMATION and the Employee agrees to use the Employee's best
efforts and will exercise utmost diligence to protect and safeguard the
CONFIDENTIAL INFORMATION. In this respect, the Employee agrees that fulfilling
the obligations of the Agreement is part of the Employee's job responsibilities
with the Employer for which the Employee has been retained as an Employee and
for which the Employee has received consideration therefor.
6. Except as may be required by the Employer in connection with and
during the Employee's employment with the Employer, or with the express written
permission of the
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Employer, the Employee shall not, either during the Employee's work as an
employee with the Employer or at any time thereafter, directly or indirectly,
download, printout, copy, remove from the premises of the Employer, use for the
Employee's own benefit or for the benefit of another, or disclose to another,
any CONFIDENTIAL INFORMATION of the Employer, its customers, contractors or
other with which the Employer has a business relationship.
7. Employee agrees that all files, memoranda, data, notes, records,
drawings, charts, graphs, analyses, letters, reports, or other documents or
similar items made or compiled by the Employee, made available to the Employee
or otherwise coming into the Employee's possession while employed by the
Employer concerning any process, apparatus or products manufactured, sold, used,
developed, investigated or considered by the Employer concerning the
CONFIDENTIAL INFORMATION or concerning any other business or activity of the
Employer shall remain at all times the property of the Employer and shall be
delivered to the Employer upon termination of the Employee's employment with the
Employer or at any other time upon request.
8. The Employee agrees that, during the term of the Employee's employment
with the Employer or upon termination thereof, and if requested by the Employer
to do so, the Employee will sign an appropriate list of any and all CONFIDENTIAL
INFORMATION of the Employer of which the Employee has knowledge or about which
the Employee has acquired information.
9. This Article 9 shall survive the execution, performance and/or
termination of this Agreement.
ARTICLE IV.
ASSIGNMENT OF INVENTIONS
1. The Employee agrees to promptly disclose to the Employer and Employee
hereby assigns to the Employer or its designee, its assigns, successors or legal
representatives, all, right, title and interest in and to any and all patents,
formulae, inventions, processes, designs, software, firmware, circuitry,
diagrams, copyrights, trade secrets, and any other proprietary information
(collectively, the "Proprietary Information") whatsoever, conceived, developed
or completed by the Employee during the course of the Employee's employment with
the Employer, or using the Employer's time, data, facilities and/or materials,
provided the subject matter of the Proprietary Information is within the scope
of the duties and responsibilities of one in the Employee's position with the
Employer or occurs as a result of the Employee's knowledge of a particular
interest of the Employer.
2. The Employee agrees to assist the Employer at any time during the
Employee's employment with the Employer, or after termination of the Employee's
employment by the Employer with reimbursement by the Employer for all expenses
incurred, in the preparation, execution, and delivery of any assignments,
disclosures, patent applications, or papers within the
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scope and intent of this Agreement required to obtain patents or copyrights in
the Proprietary Information in this or a foreign country and in connection with
such other proceedings as may be necessary to vest title to the Proprietary
Information in the Employer, its assigns, successors, or legal representatives.
ARTICLE V.
MISCELLANEOUS
1. Termination.
a. Nothing contained in this Agreement shall be construed as
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impairing the right of the Employer to terminate the Employee's
employment with the Employer hereunder, provided that Employer
shall be liable to compensate the Employee as follows:
(i) By continuing to pay his base salary, set forth in Article
---
I, paragraph II through March 31, 2003 on the usual and
customary pay dates of the Corporation, falling every other
week; provided, however, should March 31, 2003 fall between
pay periods, the amount due the Employee shall be paid to
him on final Friday in March, 2003 as the final amount due
under this provision and for one calendar year thereafter.
In the sole discretion of the Employer, at the request of
the Employee, a lump sum payment of the amounts that are to
become due under the terms of this Article V, Paragraph 1.a.
in the instance of termination of the Employee prior to the
end of the term of this Agreement, may be paid in a lump
sum, which sum shall be discounted by that percentage rate
which is the then prevailing, and in effect, interest rate
for a United States Treasury Security, having a maturity of
three (3) years, publicly quoted during the week in which
the termination, if any, occurred. Should such treasury
security cease being sold, offered or quoted, the parties,
in good faith, shall select an equivalent index or discount
rate by which to make the discount computation;
b. In the event the Company shall give notice to the effect that it
will terminate this Agreement (or otherwise not allow an
automatic renewal of this Agreement) at the end of the primary
term, or at the end of any extended term, as provided in Article
I., Paragraph 1. hereof, then the Company shall continue the base
salary of the Employee for one calendar year from the date of the
last salary payment otherwise due hereunder.
c. "Termination," as that term is employed herein, shall
additionally mean: A significant reduction in the nature, status
or scope of the Employee's
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duties, responsibilities or authorities without the effective
consent of the Employee.
d. This Agreement shall become null and void upon the following
events:
(i) Upon the death of the Employee;
(ii) upon Employee becoming incapacitated by accident, sickness,
or other circumstances that renders Employee mentally or
physically incapable of performing the essential duties and
services required of Employee hereunder, with or without
reasonable accommodation, for a period of at least 120
consecutive calendar days;
(ii) for Cause: "Cause" shall mean Employee has, in the
reasonable opinion of Company, (i) engaged in gross
negligence or willful misconduct in the performance of the
duties required of Employee hereunder, (ii) been convicted
of any felony or a misdemeanor involving moral turpitude,
(iii) willfully refused without proper legal reason to
perform the duties and responsibilities required of Employee
hereunder, (iv) materially breached this Agreement or any
corporate policy or code of conduct established by Company,
or (v) willfully engaged in conduct that Employee knows or
should know is materially injurious to Company or any of its
Affiliates;
2. Obligations. The Employee's obligations under this Agreement shall
continue, survive and remain enforceable during the lifetime of the Employee in
accordance with the terms hereof, whether or not the Employee's employment with
the Employer shall be terminated voluntarily or involuntarily, with or without
reason.
3. Future Agreement. Should this Agreement expire in accordance with its
terms with the Employee within the employment of the Employer, the parties will
renew this Agreement on terms and conditions similar to other employees of equal
title and position within the Employer's organization.
4. Enforcement. It is the express intention of the parties to this
Agreement to comply with all laws applicable to the covenants and provisions
contained in this Agreement. If any of the covenants contained in this
Agreement are found to exceed in duration or scope those permitted by law, it is
expressly agreed that such covenant may be reformed or modified by the award or
decree of an arbitrator, or, if applicable, a final judgment of a court of
competent jurisdiction or other lawful constituted authority, as the case may
be, to reflect a lawful and enforceable duration or scope, and such covenant
automatically shall be deemed to be amended and modified so as to comply with
the arbitration award, decree, judgment or order of such court
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or authority, as the case may be. If any one or more of the provisions contained
herein shall for any reason be held invalid, illegal or unenforceable in any
respect even after reformation, such invalidity, illegality or unenforceability
shall not affect the enforceability or validity of any other provision contained
in this Agreement, and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provisions had never been contained herein.
5. Adequacy of Consideration; Separate Agreements. The Employee agrees
that the agreements, non-competition agreements, nondisclosure agreements, and
non-solicitation agreements set forth herein each constitute separate
agreements, independently supported by good and adequate consideration and shall
be severable from the other provisions of this Agreement and shall survive the
Agreement. The existence of any claim or cause of action of the Employee
against the Employer, whether predicated on this agreement or otherwise, shall
not constitute a defense to the enforcement by the Employer of the covenants and
agreements of the Employee contained in the non-competition, nondisclosure or
the non-solicitation agreements. If a court of competent jurisdiction
determines that any restriction in a clause or provision of this Agreement is
void, illegal or unenforceable, the other clauses and provisions of this
Agreement shall remain in full force and effect and the clauses and provisions
that are determined to void, illegal or unenforceable shall be limited so that
they shall remain in effect to the fullest extent permitted by law.
6. No Indirect Breach. The Employee will use his best efforts to ensure
that no relative of his, nor any corporation or other entity or which he is a
officer, principal, manager, director or shareholder or other affiliate, shall
take any action that the Employee could not take without violating any provision
of this Agreement.
7. Injunctive Relief. The Employee recognizes and acknowledges that
damages in the event of his breach of certain provisions of this Employment
Agreement would be inadequate, and the Employee agrees that the Employer, in
addition to all other remedies it may have, shall have the right to injunctive
relief via arbitration if there is a breach by the Employee of any one or more
of the provisions contained in Article II hereof.
8. Arbitration. Arbitration, including the right to invoke injunctive
relief and any emergency relief or measures provided for, shall be the exclusive
remedy for any and all disputes, claims or controversies, whether statutory,
contractual or otherwise, between the Employer and the Employee concerning the
Employee's employment or the termination thereof. In the event either party
provides a Notice of Arbitration of Dispute to the other party, the Employer and
the Employee agree to submit such dispute or controversy, whether statutory or
otherwise, to an arbitrator or arbitrators selected from a panel of arbitrators
of the American Arbitration Association located in Dallas, Texas. The effective
rules at the time of the commencement of the of Commercial Arbitration of the
American Arbitration Association shall control the arbitration. In any
arbitration proceeding conducted subject to these provisions, all statutes of
limitations that would otherwise be applicable shall apply to any arbitration
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proceeding hereunder. In any arbitration proceeding conducted subject to these
provisions, the arbitrator(s) is/are specifically empowered to decided any
question pertaining to limitations, and may do so by documents or by a hearing,
in his or her sole discretion. In this regard, the arbitrator may authorize the
submission of pre-hearing motions similar to a motion to dismiss or for summary
adjudication for the purposes of consideration this matter. The arbitrator's
decision will be final and binding upon the parties. The parties further agree
to abide by and perform any award rendered by the arbitrator. The prevailing
party in such proceeding shall be entitled to record and have awarded its
reasonable attorney's fees, in addition to any other relief to which it may be
entitled. In rendering the award, the arbitrator shall state the reasons
therefor, including any computations of actual damages or offsets, if
applicable.
9. Waiver of Breach. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by any party.
10. Entire Agreement. This Agreement contains the entire agreement of the
parties hereto. no modification or amendment of this Agreement may be made
except by written agreement signed by both of the parties hereto.
11. Descriptive Headings. All headings, captions and arrangements used in
this Agreement are intended solely for the convenience of the parties and shall
not be deemed to limit, amplify or modify the terms of this Agreement nor affect
the meaning thereof.
12. Governing Law. The substantive laws of the State of Texas, excluding
any conflicts of law rule or principle that might otherwise refer to the
substantive law of another jurisdiction, shall govern the interpretation,
validity and effect of this Agreement without regard to the place for
performance thereof. This Agreement has been executed and delivered by the
parties hereto in Dallas County, Texas, and the Employer and the Employee agree
that venue as to any action which might ensue after arbitration shall be
proper, if permitted, within the state or federal courts in Dallas County, Texas
to decide any matter relating to this Agreement or the related arbitration.
13. Notices. Any notice or communication required or permitted hereby
shall be in writing and shall be delivered personally, sent by prepaid telegram
and followed with a confirming letter, or mailed by certified or registered
mail, postage prepaid.
(a) If to the Employee, to:
Robert M. Henry
21 Azalea Trail
Westfield, New Jersey 07090
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(b) If to the Employer, to:
Mannatech, Incorporated
600 S. Royal Lane, Suite 200
Coppell, Texas 75019
or in the case of each party hereto, to such other address and to the attention
of such other person as may have theretofore been specified in writing in like
manner by such party to the other party. Each such notice or communication
shall be deemed to have been given as of the date so delivered or at the
expiration of the third business day following the date of the mailing.
14. Assignment. This Agreement shall insure to the benefit of and be
binding upon the Employer and the Employee and their respective successors and
assigns. The Employee shall not be entitled to assign any rights or obligations
hereunder.
15. Prior Agreement. This Agreement supersedes all prior agreements, if
any, between the parties of any and every nature whatsoever, including
agreements for additional compensation or benefits. All such prior agreements
are null and void.
16. Employee Acknowledgement. The Employee affirms and attests by signing
this Agreement that employee has read this Agreement before signing it and that
employee fully understands its purposes, terms, and provisions, which employee
hereby expressly acknowledges to be reasonable in all respects. The Employee
further acknowledges receipt of one (1) copy of this Agreement.
17. Approvals and Consents. This Agreement is subject to the approval of
the Board of Directors and the Compensation Committee of Mannatech,
Incorporated.
IN WITNESS WHEREOF, this Agreement is executed by the parties hereto,
effective as of the 1st day of April, 2000.
EMPLOYEE: EMPLOYER:
MANNATECH, INCORPORATED
A Texas Corporation
/s/ Robert M. Henry BY /s/ Charles E. Fioretti
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Robert M. Henry ITS: Co-Chairman of the Board
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