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EXHIBIT 10.22
FIRST AMENDMENT
TO AMENDED AND RESTATED
JAFRA COSMETICS INTERNATIONAL, INC.
STOCK INCENTIVE PLAN
This First Amendment (this "Amendment") to Amended and Restated Jafra
Cosmetics International, Inc. Stock Incentive Plan (the "Plan") is made
effective as of March 1, 2001 (the "Amendment Date"). Capitalized terms used and
not otherwise defined in this Amendment shall have the meanings given such terms
in the Plan.
WHEREAS, the Board and the Holding Board previously adopted and approved
the Plan which provides for, among other things, the issuance and sale, and the
granting of options to purchase, Common Stock to select members of management of
the Company and its subsidiaries;
WHEREAS, Section 2.1(ii) of the Plan provides that the terms and
conditions of any purchase of Common Stock under the Plan shall be set forth in
a Subscription Agreement between Holding and the applicable Participant and that
each Subscription Agreement shall be substantially in the form attached to the
Plan as Exhibit B (the "Plan Subscription Agreement"), unless the Board, in
consultation with the Holding Board, determines otherwise;
WHEREAS, Section 6(a) of the Plan Subscription Agreement provides for
certain rights of Holding, CD&R Fund, and the Participant with respect to the
repurchase of Common Stock in the event of termination of the Participant's
employment with the Company or its subsidiary, and Section 7 of the Plan
Subscription Agreement sets forth the time for repurchase and the manner in
which the repurchase price is to be determined; and
WHEREAS, the Board, in consultation with the Holding Board, has
determined to amend the Plan by amending Section 6(a) and Section 7(a)(i) of the
Plan Subscription Agreement to provide that, in the event of termination of the
Participant's employment other than for Cause (as defined in the Plan
Subscription Agreement), (x) the sixty-day period within which Holding may elect
under Section 6(a) to repurchase the Common Stock (as more particularly
described below, the "First Option Period") shall not begin until at least seven
months after the date on which the Participant acquired the Common Stock and (y)
the repurchase price shall be determined and repurchase shall occur, if at all,
at least seven months after the date on which the Participant acquired the
Common Stock that is to be repurchased, all as hereinbelow more particularly set
forth;
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NOW THEREFORE, in consideration of the foregoing, the Plan is amended as
follows:
1. Amendment to Section 6(a) of Plan Subscription Agreement (Exhibit B to the
Plan). The Plan Subscription Agreement (Exhibit B to the Plan) is hereby amended
by restating the first two sentences of Section 6(a) thereof in their entirety
as follows:
"(a) Termination of Employment. If the Purchaser's active employment
with Holding or any Subsidiary thereof that employs the Purchaser is
terminated for any reason whatsoever, Holding shall have an option to
purchase all or a portion of the Shares then held by the Purchaser (or,
if his or her employment was terminated by his or her death, his or her
estate) and shall have 60 days from the later of the date of termination
of Purchaser's employment or the date that is seven months after the
date of the Purchaser's acquisition of the Shares pursuant to this
Agreement (such date, the "Option Start Date" and, such 60-day period,
the "First Option Period") during which to give notice in writing to the
Purchaser (or his estate) of its election to exercise or not to exercise
such option, in whole or in part; provided that, if such Purchaser is
terminated for Cause, the Option Start Date shall be the date of
termination of such Purchaser's employment. Holding hereby undertakes to
use reasonable efforts to act as promptly as practicable following the
Option Start Date to make such election."
2. Amendment to Section 7(a)(i) of Plan Subscription Agreement (Exhibit B to the
Plan). The Plan Subscription Agreement (Exhibit B to the Plan) is hereby amended
by restating Section 7(a)(i) thereof in its entirety as follows:
"Purchase Price. (i) For the purposes of any purchase of the
Shares pursuant to Section 6, and subject to Section 11(c), the purchase
price per Share to be paid to the Purchaser (or his estate) for each
Share (the "Purchase Price") shall be the Fair Market Value (determined
in accordance with paragraph (ii) below) of such Share as of the later
of seven months after the date of the Purchaser's acquisition of such
Share or the effective date of the termination of employment or
determination of financial hardship, as the case may be, that gives rise
to the right or obligation to repurchase (such date, the "Determination
Date"), provided that if the Purchaser's employment is terminated by
Holding or any Subsidiary thereof that employs the Purchaser for Cause,
the Purchase Price for such Shares shall be the lesser of (i) the Fair
Market Value of such Shares as of the effective date of such termination
of employment and (ii) the price at which the Purchaser purchased such
Shares from Holding."
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3. Subscription Agreements entered into after the Amendment Date. Unless the
Board, in consultation with the Holding Board, determines otherwise and
notwithstanding the form of Subscription Agreement initially attached to the
Plan as Exhibit B, or any other term or provision of the Plan, any Subscription
Agreement entered into after the Amendment Date shall incorporate the amended
and restated provisions of Section 6(a) and Section 7(a)(i) of the Plan
Subscription Agreement set forth in Sections 1 and 2 above.
4. No Further Modification. Except as expressly amended hereby, the Plan remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
effective as of the Amendment Date.
Jafra Cosmetics International, Inc.
By: /s/ RALPH S. MASON, III
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Name: Ralph S. Mason, III
Title: Executive Vice President and
General Counsel
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