Exhibit 10.66
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made as of December 5, 2006 (this
"Agreement"), by and between Castle Brands Inc., a Delaware corporation (the
"Company"), and Xxxxxxx Xxxxxxx (the "Executive"), an individual residing at 00
Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxx, 00000.
In consideration of the mutual covenants set forth in this Agreement,
the parties hereto agree as follows:
AGREEMENT:
1. Employment. Subject to the terms of this Agreement, the Company
agrees to employ Executive, and Executive agrees to accept such employment, as
Senior Vice President, Chief Financial Officer and Treasurer of the Company. As
such, Executive will have responsibility for such job-related duties as will be
assigned to Executive from time to time by the Chief Executive Officer and/or
President of the Company.
2. Performance of Services. Executive agrees that throughout the term
of his employment hereunder he will devote his full business time, attention,
knowledge and skills, faithfully, diligently and to the best of his ability, in
furtherance of the business of the Company and its direct or indirect
subsidiaries and will perform the duties assigned to him from time to time
pursuant to Section 1 hereof, subject, at all times, to the direction and
control of the Chief Executive Officer and/or President of the Company, and to
the policies of the Company generally applicable to its executives. During the
term of his employment hereunder, Executive will not accept other employment or
permit his personal business interests to materially interfere with his duties
hereunder.
3. Term. Executive will be employed for a term commencing on December
5, 2006 (the "Effective Date") and ending on December 4, 2010 (the "Term"),
unless his employment is terminated prior to the expiration of the Term pursuant
to Section 6 hereof. At the end of the term, if the Company does not offer to
renew Executive's employment hereunder for an additional three years, on
substantially the same terms, the Company shall continue to pay to Executive his
Base Salary, benefits for a period of six (6) months after expiration of the
Term.
4. Compensation. During the Term of this Agreement the Company agrees
to pay to Executive:
(a) Salary. A salary (the "Base Salary") at the rate of
US$250,000 per year, payable in accordance with the Company's standard payroll
practices for executives as in effect from time to time. Such Base Salary may be
increased (but not decreased), in the sole discretion of the Compensation
Committee of the Board of Directors of the Company, on the basis of periodic
reviews, which shall occur no less frequently than on an annual basis.
(b) Stock Option Grants. Executive shall be entitled to options
to purchase Common Stock of the Company to the extent granted by the
Compensation Committee of the Board of Directors of the Company.
(c) Incentive Bonus. In each fiscal year, the Executive shall be
eligible to receive an annual performance bonus equal to up to 60% of the Base
Salary in effect
on March 31 of such fiscal year, subject to successful achievement of goals and
objectives to be agreed upon by the Executive and the Compensation Committee of
the Board of Directors of the Company, payable in accordance with the Company's
standard practices for executives as in effect from time to time.
(d) Vacation. Executive shall be entitled to twenty (20) paid
vacation days in each calendar year, plus paid Company holidays.
(e) Other Benefits. Executive will be entitled to participate, to
the extent he is eligible under the terms and conditions thereof, in all
profit-sharing, hospitalization, insurance, medical, disability, or other fringe
benefit or executive perquisite plans generally available to other senior
executives of the Company.
5. Expenses. The Company will reimburse Executive for all expenses
reasonably incurred by him in connection with the performance of his duties
hereunder and the business of the Company upon the submission to the Company of
appropriate invoices therefor, all in accordance with the Company's policies and
procedures as in effect from time to time for senior executives of the Company.
6. Termination.
(a) Termination by the Company Without Cause. The Company may
terminate the employment of Executive hereunder at any time without Cause (as
hereinafter defined). Notice of any such termination must be in writing and will
be effective upon receipt by Executive. In the event that the employment of
Executive is terminated pursuant to this Section 6(a) and if Executive fully
complies with Sections 7, 9, 10 and 22 of this Agreement, the Company will
continue to pay to Executive the Base Salary per annum as in effect on the date
of such termination, in accordance with the standard payroll practices of the
Company as in effect from time to time, for a term of twelve (12) months
immediately following the date of such termination. In addition, in the event
that the employment of Executive is terminated pursuant to this clause (a), the
annual incentive bonus described in Section 4(c) will be paid, if any, to
Executive with respect to the year in which termination occurs (pro rated for
the portion of the year in which Executive was so employed). If Executive fully
complies with Sections 7, 9, 10 and 22 of this Agreement, the Company shall
during the twelve (12) month period immediately following termination of
Executive pursuant to this clause (a), to the extent permissible under any
relevant benefit plans of the Company, continue to provide participation to
Executive in all other benefits provided for under Section 4(e) hereof, at the
Company's expense. If Executive fully complies with Sections 7, 9, 10 and 22 of
this Agreement, on the date of termination pursuant to this Section 6(a), the
vesting of any options held by Executive shall accelerate with respect to the
number of shares of the Company's common stock that equals (x) the number of
shares that would have vested during the 12 months following termination of
Executive pursuant to this Section 6(a) multiplied by (y) a fraction, the
numerator of which is the number of full calendar months that have elapsed since
the last vesting date or the original issue date (if a vesting date has not
occurred) and the denominator of which is the number of full calendar months
from the last vesting date or the original issue date (if a vesting date has not
occurred) to the vesting date occurring during the 12 months following
termination. Further, if Executive fully complies with Sections 7, 9, 10 and 22
of this Agreement, any stock option held by Executive that is vested at the time
of Executive's termination pursuant to this Section 6(a) (including any portion
of such option for which vesting was accelerated pursuant to the
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preceding sentence) will be exercisable until the earlier to occur of (i) the
expiration date of such option pursuant to its terms and (ii) twelve (12) months
following the date of termination pursuant to this Section 6(a).
(b) Termination by the Company for Cause. The Company may
terminate the employment of Executive hereunder for Cause (as hereinafter
defined). Executive shall be entitled to thirty (30) days prior written notice
of the Company's intent to terminate Executive hereunder and the right to
address and/or cure such Cause during such thirty (30) day notice period. Any
notice of intent to terminate for Cause must specify the particular grounds
therefor in reasonable detail. In the event that the employment of Executive is
terminated pursuant to this clause (b), the Company will pay to Executive the
amount of all accrued but unpaid Base Salary to the date of such termination,
but no annual incentive bonus will be paid with respect to (x) the year in which
termination occurs, or (y) the immediately prior year if Executive is terminated
under this clause (b) prior to payment of the bonus applicable to such prior
year. As used herein, "Cause" means Executive's (i) personal dishonesty, (ii)
willful misconduct, (iii) breach of fiduciary duty, (iv) failure to
substantially perform assigned duties relating to Executive's performance
hereunder (other than any such failure owing to Executive becoming Disabled (as
hereinafter defined)) as reasonably determined by a majority of the entire
Compensation Committee of the Board of Directors of the Company, after
consultation with the Chief Executive Officer of the Company, (v) conviction of,
or the entry by the Executive of any plea of guilty or nolo contendre to, any
felony or other lesser crime that would require removal from his position at the
Company (e.g. any alcohol or drug related misdemeanor) or (vi) material breach
of any provision of this Agreement as reasonably determined by the Compensation
Committee of the Board of Directors of the Company, after consultation with the
Chief Executive Officer; provided, however, that in any of the foregoing
circumstances, Executive has failed to cure such Cause within the fifteen (15)
day period referenced in the second sentence of this Section 6(b). In the event
Executive is terminated for Cause solely pursuant to (iv) or (vi) above, any
stock option held by Executive that is vested at the time of such termination
may be exercised until the earlier to occur of (i) the expiration date of such
option pursuant to its terms and (ii) one year after such termination. In the
event Executive is terminated for Cause other than solely pursuant to (iv) or
(vi) above, any stock option held by Executive shall immediately expire and no
longer be exercisable upon such termination.
(c) Termination by Executive. Executive may terminate his
employment hereunder (x) at any time without cause or (y) for Good Reason (as
hereinafter defined). Notice of any such termination must be in writing and will
be effective sixty (60) days after receipt by the Company or such earlier date
as may be specified by the Company after receipt of such notice. In the event
that Executive terminates employment pursuant to subclause (x) of this clause
(c), the Company will pay to Executive the amount of all accrued but unpaid Base
Salary to the date of such termination, but no annual incentive bonus will be
paid with respect to the year in which termination occurs. In the event that
Executive terminates employment hereunder pursuant to subclause (y) of this
clause (c) and Executive fully complies with Sections 7, 9, 10 and 22 of this
Agreement, Executive will be entitled to the same salary, benefits and bonus
payments as would be provided were he to be terminated by the Company without
Cause pursuant to Section 6(a) above. Further, in the event Executive terminates
his employment hereunder for Good Reason or without cause and Executive fully
complies with Sections 7, 9, 10 and 22 of the Agreement, any stock option held
by Executive that is vested at the time of Executive's termination will be
exercisable until the earlier to occur of (A) the
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expiration date of such option pursuant to its terms and (B) one year following
the termination of Executive's employment. As used herein, "Good Reason" means a
termination by Executive of Executive's employment hereunder within thirty (30)
days after (i) any material diminution in the nature, title or status of
Executive's job responsibilities from those in effect on the Effective Date or
the most recent anniversary thereof, (ii) dissolution or divestiture of all or a
significant portion of the Company or other material change in the Company,
which in each case would materially adversely diminish the nature, title or
status of Executive's job responsibilities, (iii) relocation by the Company of
the Executive's office to any location not within fifty (50) miles from
Executive's principal place of employment as of the Effective Date or (iv) the
Company's material breach of any provision of this Agreement which is not cured
within fifteen (15) business days after written notice thereof from Executive to
the Company.
(d) Termination Upon Death. This Agreement will terminate
automatically on the death of Executive. In the event that the employment of
Executive is terminated pursuant to this clause (d), the Company will promptly
pay to the representative of Executive the amount of all accrued but unpaid Base
Salary to the date of such termination, the annual incentive bonus, if any,
described in Section 4(c) with respect to the year in which termination occurs
(pro rated for the portion of the year in which Executive was so employed), and
an amount equal to six (6) months Base Salary. Further, any stock option held by
Executive that is vested at the time of death will be exercisable by Executive's
personal representative or estate for a period of two (2) years from date of
death and all unvested stock options held by Executive shall fully vest and be
exercisable by Executive's personal representative or estate for a period of two
years from date of death.
(e) Termination by the Company by Reason of Disability. The
Company may terminate the employment of Executive hereunder after Executive
becomes Disabled. Notice of any such termination must be in writing and will be
effective thirty (30) days after receipt by Executive. In the event that the
employment of Executive is terminated pursuant to this clause (e), the Company
will pay to Executive or his representative the amount of all accrued but unpaid
Base Salary to the date of such termination less the amount, if any, received by
Executive from any disability insurance maintained by the Company, the annual
incentive bonus described in Section 4(c), if any, with respect to the year in
which termination occurs (pro rated for the portion of the year in which
Executive was so employed) and an amount equal to one year's Base Salary to be
paid as a lump sum on termination. Further, any stock option held by Executive
that is vested at the time of termination for disability will be exercisable for
a period of two (2) years from date of such termination for disability and all
unvested stock options held by Executive shall fully vest and be exercisable for
a period of two (2) years from date of termination for disability. As used
herein, the term "Disabled" means Executive becoming physically or mentally
disabled or incapacitated to the extent that he has been or will be unable to
perform his duties hereunder on account of such disabilities or incapacitation
for a continuous period of six (6) months as determined by a qualified
independent physician or group of physicians selected by the Company and
approved by Executive or his representative, such approval not to be
unreasonably withheld.
(f) Change of Control. A "Change of Control" shall have occurred
if: (i) any person (as such term is used in Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial
owner" (as determined pursuant to Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing
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more than thirty-five percent (35%) of the aggregate voting power of the
Company's then outstanding securities, other than by acquisition directly from
the Company; (ii) there has been a merger or equivalent combination involving
the Company after which forty-nine percent (49%) or more of the voting stock of
the surviving corporation is held by persons other than former shareholders of
the Company; (iii) during any period of two consecutive years, individuals who
at the beginning of such period were members of the Board of Directors of the
Company cease for any reason to constitute at least a majority thereof (unless
the appointment, election, or the nomination for election by the Company's
stockholders, of each director elected during such consecutive two-year period
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period); or (iv) the Company
sells or disposes of all or substantially all of its assets. In the event that
the employment of Executive is terminated following or in connection with a
Change in Control either by the Executive for Good Reason or by the Company or
its successor without Cause, the Company or its successor, as applicable, will
continue to pay to Executive the Base Salary per annum as in effect on the date
of such termination, in accordance with the standard payroll practices of the
Company as in effect from time to time, for a term of twenty-four (24) months
following the date of such termination. During such twenty-four (24) month
period, the Company shall continue to provide participation to the Executive in
all other benefits provided for under Section 4(e) hereof. In addition, in the
event that the employment of Executive is terminated pursuant to this clause
(f), the annual incentive bonus described in Section 4(c) will be paid to
Executive with respect to the year in which termination occurs (pro rated for
the portion of the year in which Executive was so employed). Further, all
unvested stock options will vest without further action on the date of
termination and all stock options shall be exercisable during the remainder of
their original terms.
(g) Release and No Further Obligations. As a condition to the
payments and other consideration provided to Executive under each clause of this
Section 6, the Executive shall have executed and delivered to the Company the
form of general release attached hereto as Exhibit A. Except as otherwise
expressly provided in this Agreement and that certain Stock Option Agreement,
dated as of even date hereof, by and between the Company and Executive, from and
after the effective date of any termination of Executive's employment hereunder
pursuant to this Section 6, the Company will have no further obligations (for
the payment of money or otherwise) to Executive or his representative, as
applicable.
7. Confidentiality.
(a) Executive will not, at any time following the Effective Date,
regardless of whether Executive continues to be employed by the Company and, if
Executive's employment has been terminated, regardless of the manner, reason,
time or cause thereof, directly or indirectly reveal, report, publish, disclose,
transfer or furnish to any person not entitled to receive the same for the
immediate benefit of the Company any Proprietary Information (as hereinafter
defined). The term "Proprietary Information" means all information of any nature
whatsoever, and in any form, which at the time or times concerns or relates to
any aspect of any business that the Company, or its direct or indirect
subsidiaries are involved in or actively contemplating (the "Business") and
which is confidential or proprietary to the Company. Proprietary Information
includes, but is not limited to, items, materials and information concerning the
following: marketing plans or strategies; budgets; designs; promotional
strategies; client preferences and policies; creative activities for clients;
concepts; intellectual property and
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trade secrets; product plans; financial information and all documentation,
reports and data (recorded in any form) relating to the foregoing.
Notwithstanding the foregoing, "Proprietary Information" does not include any
information to the extent it becomes publicly known through no fault of
Executive or any information which Executive is required to disclose as a result
of a subpoena or other legal process.
(b) Executive agrees that all memoranda, notes, records, papers
or other documents, computer disks, computer software programs and the like and
all copies thereof, relating to the Business (the "Business Records") are and
will be the sole and exclusive property of the Company or its direct or indirect
subsidiaries, as the case may be. Except for use for the benefit of the Company
or its direct or indirect subsidiaries, as the case may be. Executive will not
copy or duplicate any of the Business Records, nor remove them from the
facilities of the Company or its direct or indirect subsidiaries, as the case
may be. Executive must comply with any and all procedures which the Company or
its direct or indirect subsidiaries may adopt from time to time to preserve the
confidentiality of Proprietary Information and the confidentiality of property
of the types described immediately above, whether or not such property contains
a legend indicating its confidential nature.
(c) Upon termination of Executive's employment with the Company
for any reason whatsoever and at any other time upon the Company's request,
Executive (or his personal representative) must deliver to the Company all
property described in this Section 7 which is in his possession or control.
8. Representation and Warranty. Executive represents and warrants to
the Company that he is not a party to any employment agreement or other
agreement which restricts, interferes with or impairs, or which might be claimed
to restrict, interfere with or impair, in any way, Executive's use of any
information or Executive's execution or performance of this Agreement.
9. Discoveries and Improvements. Executive acknowledges and agrees
that all inventions, discoveries, and improvements, whether patentable or
unpatentable, made, devised, or discovered by Executive, whether by himself, or
jointly with others, from the date hereof until the expiration of the Term
hereof, reasonably deemed to be directly related to or pertaining in any way to
the Business, will be promptly disclosed in writing to the Chief Executive
Officer (or such other officer as the Chief Executive Officer may designate) of
the Company and will be the sole and exclusive property of the Company.
Executive agrees to execute any assignments to the Company or its nominee of his
entire right, title, and interest in and to any such inventions, discoveries,
and improvements and to execute and deliver at the cost of the Company any other
instruments and documents that may be requested by the Company that are
requisite or desirable in applying for and obtaining patents, copyrights or
trademarks, with respect thereto in the United States and in all foreign
countries. Executive further agrees, whether or not in the employ of the
Company, to cooperate, to the extent and in the manner requested by the Company,
in the prosecution or defense of any patent, trademark or copyright claims or
any litigation or other proceeding involving any inventions, trade secrets,
processes, discoveries, or improvements covered by this Agreement, provided that
all expenses thereof shall be paid by the Company.
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10. Restrictive Covenants.
(a) Executive acknowledges and agrees that his position with the
Company places him in a position of confidence and trust with respect to
Proprietary Information. Executive consequently agrees that it is reasonable and
necessary for the protection of the goodwill of the Business that Executive make
the covenants contained herein. Accordingly, Executive agrees that, during the
Term of this Agreement and for a period of twelve (12) months after the date of
expiration or termination of Executive's employment hereunder for any reason
whatsoever, Executive will not, without the prior written consent of the Company
and provided that the Company has not failed to make any payments to the
Executive when due in accordance with the provisions of Section 6 hereof and
otherwise comply with the terms and conditions of this Agreement, (i) employ,
solicit or encourage to leave the employ of the Company, or to become employed
by any person other than the Company, any employee of the Company, or any
individual who was an employee of the Company during the one year prior to the
termination or expiration of Executive's employment, (ii) persuade or attempt to
persuade any customer of the Company as of the date of the termination or
expiration of Executive's employment or during the one year prior to the
termination or expiration of Executive's employment to cease doing business
with, or to reduce the amount of business it does with, the Company, or solicit
the business of any of the Company's customers as of the date of the termination
or expiration during the one year prior to the termination or expiration of
Executive's employment hereunder with respect to any product or service which
competes with the products and services of the Company as of the date of
termination of Executive's employment or (iii) compete with the Company as a
consultant to, employee of, or equity participant in, any venture which competes
with the Business within the United States of America. No provision of this
Section 10 shall prohibit Executive from merely owning (i.e., having no
participation or involvement in the management) no more than three percent (3%)
of the outstanding equity securities of any actively traded public entity.
(b) Executive has carefully considered the nature and extent of
the restrictions upon him and the rights and remedies conferred upon the Company
under Sections 10 and 11 of this Agreement and hereby acknowledges and agrees
that the same are reasonable in time and territory, are designed to avoid
competition which otherwise would be unfair to the Company, do not stifle the
inherent skill and experience of Executive, would not operate as a bar to
Executive's sole means of support, are required to protect the legitimate
interests of the Company and do not confer a benefit upon the Company
disproportionate to the benefit otherwise afforded Executive by this Agreement.
11. Certain Remedies. The parties hereto acknowledge that in the event
of a breach or a threatened breach by Executive of any of his obligations under
Sections 7, 9 or 10 of this Agreement the Company will not have an adequate
remedy at law. Accordingly, in the event of any such breach or threatened breach
by Executive, the Company will be entitled to such equitable and injunctive
relief as may be available to restrain Executive and any business, firm,
partnership, individual, corporation or entity participating in such breach or
threatened breach from the violation of the provisions hereof, and nothing
herein will be construed as prohibiting the Company from pursuing any other
remedies available at law or in equity for such breach or threatened breach,
including the recovery of damages.
12. Notices. All notices hereunder must be in writing and addressed to
the Secretary of the Company at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX,
00000 and to
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Executive at the address listed above. Each such address for notice may be
changed by notice of such change given to the other party hereto. All such
notices will be effective upon receipt.
13. Entire Agreement. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all prior or contemporaneous agreements, whether written or oral, of the parties
or affiliates hereto relating to the subject matter hereof. No amendment, waiver
or modification hereof will be valid or binding unless made in writing and
signed by the parties hereto (in the case of an amendment or modification) or by
the party against whom enforcement is sought (in the case of a waiver).
14. Governing Law/Arbitration. This Agreement will be governed,
interpreted and construed according to the internal laws of the State of New
York without regard to conflict of laws principles. Any controversy or claim
arising out of, or relating to, this Agreement or the breach thereof, must be
promptly settled by arbitration by a panel of three (3) arbitrators in New York,
New York, in accordance with the Commercial Rules of the American Arbitration
Association then in effect, and judgment upon the award rendered may be entered
in any court having jurisdiction thereof. It is expressly understood that the
arbitrators will have the authority to grant legal and equitable relief,
including both temporary restraints and preliminary injunctive relief to the
same extent as could a court of competent jurisdiction, and that the arbitrators
are empowered to order either side to fully cooperate in promptly resolving any
controversies or claims under this Agreement. Notwithstanding the foregoing, in
the event of a breach or threatened breach by Executive of any provision of
Section 7, 9 or 10 of this Agreement, the Company will be entitled to seek an
injunction from any court of competent jurisdiction in the State of New York and
Executive hereby submits to the personal jurisdiction of any such court.
15. Severability. Should any part of this Agreement be held or
declared to be void or illegal for any reason by an arbitrator or court of
competent jurisdiction, such provision will be ineffective, but all other parts
of this Agreement which can be effected without such illegal part will
nevertheless remain in full force and effect. In such a case, the parties shall,
and the court of competent jurisdiction may, replace the invalid provision with
a legally permissible arrangement, which comes nearest to the intended purpose
of the invalid provision.
16. Headings. The Section headings contained in this Agreement are for
reference purposes only and will not affect the meaning or interpretation of
this Agreement.
17. Withholding. Anything to the contrary notwithstanding, all
payments required to be made by the Company hereunder to Executive will be
subject to withholding of such amounts relating to taxes (whether or not related
to payments required to be made by the Company hereunder) as the Company may
reasonably determine it should withhold pursuant to any applicable law or
regulation.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
will collectively constitute a single original.
19. No Reliance; Opportunity to Consult with Counsel. The parties
hereto each represent to the other that in executing this Agreement each does
not rely upon, and has not relied upon, any representation or statement not set
forth herein with regard to the subject matter,
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basis or effect of this Agreement or otherwise. Executive acknowledges that he
has had an opportunity to consult with an attorney of his choice prior to
executing this Agreement.
20. No Assignment. Neither this Agreement nor the right to receive any
payments hereunder may be assigned by Executive except as provided for herein.
This Agreement will be binding upon Executive, his heirs, executors and
administrators and upon the Company, its successors and assigns.
21. No Duty to Mitigate. Executive shall not be required to mitigate
the amount of any damages that Executive may incur or other payments to be made
to Executive hereunder as a result of any termination or expiration of this
Agreement, nor shall any payments to Executive be reduced by any other payments
Executive may receive.
22. Non-Disparagement. Executive agrees not to publicly criticize,
denigrate or disparage the Company, its past and present direct and indirect
subsidiaries, affiliates, successors, assigns and all of their past and present
employees, officers and directors. The Company agrees not to, and to use
commercially reasonable efforts to cause its past and present direct and
indirect subsidiaries, affiliates, successors, assigns and all of their past and
present employees, officers and directors not to, publicly criticize, denigrate
or disparage Executive.
23. Survival. The provisions of Sections 6, 7, 9, 10, 11, 14, 15, 17,
20, 21, 22 and this Section 23 will survive the termination or expiration of
this Agreement.
24. Failure to Utilize. The Company will have no obligation to use
Executive's services or the rights granted hereunder in connection therewith or
otherwise, and the Company will be deemed to have fully satisfied its
obligations hereunder by paying to Executive the compensation due Executive in
accordance with the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
Castle Brands Inc. Executive
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
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Name: Xxxx X. Xxxxxxx III Name: Xxxxxxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
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EXHIBIT A
FORM OF GENERAL RELEASE
GENERAL RELEASE
1. (a) As a condition to and in consideration of the payments and benefits
described in Section 6 of the Employment Agreement, dated as of December 5,
2006, between Castle Brands Inc. and me relating to my employment with Castle
Brands Inc., and for other good and valuable consideration, I, with the
intention of binding myself and my heirs, beneficiaries, trustees,
administrators, executives, assigns and legal representatives (collectively, the
"Releasors"), hereby irrevocably and unconditionally release, remise, and
forever discharge Castle Brands Inc. and its subsidiaries and affiliates, and
the Releasees (as hereinafter defined) with respect to any and all agreements,
promises, rights, liabilities, claims, and demands of any kind whatsoever (upon
any legal or equitable theory, whether contractual, common law, or statutory,
under federal, state or local law or otherwise), whether known or unknown,
asserted or unasserted, fixed or contingent, apparent or concealed, that the
Releasors ever had, now have or hereafter can, shall or may have for, upon, or
by reason of any matter, cause or thing whatsoever existing, accruing, arising
or occurring at any time on or prior to the date I execute this General Release,
including, without limitation, (i) any and all rights and claims arising out of
or in connection with my employment by Castle Brands Inc., the terms and
conditions of such employment, or the termination of my employment; (ii) any and
all contract claims, claims for bonuses, claims for severance allowances or
entitlements; (iii) fraud claims, defamation, disparagement and other personal
injury and tort claims; and (iv) claims under any federal, state, or municipal
employee benefit, wage payment, discrimination, or fair employment practices law
(e.g., on the basis of sex, religion, age, race, or disability), statute, or
regulation, and claims for costs and expenses (including but not limited to
experts' fees and attorneys' fees) with respect thereto. This General Release
includes, without limitation, any and all rights and claims under the Title VII
of the Civil Rights Act of 1964, as amended, the Employee Retirement Income
Security Act of 1974, the Americans with Disabilities Act of 1990, the U.S.
Pregnancy Discrimination Act, the U.S. Family and Medical Leave Act, the U.S.
Fair Labor Standards Act, the U.S. Equal Pay Act, The Workers Adjustment and
Notification Act, the Equal Pay Act of 1963, the Age Discrimination in
Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the
Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil
Rights Act of 1991, the New York Conscientious Employee Protection Act, the New
York Equal Pay Act, the New York Smokers' Rights Law, the New York Family Leave
Act, the New York Genetic Privacy Act, and the New York Constitution, in each
case as such laws have been or may be amended. Nothing in this General Release
shall deprive me of any compensation that was earned but not paid prior to my
termination; accrued benefits to which I have acquired a vested right under any
employee benefit plan or policy, stock plan or deferred compensation
arrangement; any other benefits or any health care continuation coverage to the
extent required by applicable law; or any right that I may have under the
Employment Agreement dated February 17, 2006.
(b) For purposes of this General Release, the term "Castle Brands Inc.
and the Releasees" includes Castle Brands Inc., its past and present direct and
indirect subsidiaries, affiliates, successors, assigns, and all of its and their
past, preset, and future employees, officers,
directors, attorneys, agents, and legal representatives, whether acting as
agents or in individual capacities, and this General Release shall inure to the
benefit of and shall be binding and enforceable by all such entities and
individuals.
2. Notwithstanding anything to the contrary in this General Release, in the
event that any of the parties released under this General Release initiates a
lawsuit or other claim (each, an "Original Lawsuit or Claim") against any of the
Releasors, the Releasors may counterclaim or bring any lawsuit or other claim
against such released party and/or Castle Brands Inc. and/or its subsidiaries so
long as such counterclaim, lawsuit or other claim is related to the Original
Lawsuit or Claim. Except as specifically stated in this Section 2, this Section
2 shall not effect the other provisions of this General Release
3. (a) Opportunity to Review. I acknowledge that before signing this
General Release, I was given a period of at least twenty-one (21) days in which
to review and consider it. I acknowledge that I was encouraged by Castle Brands
Inc. to review this General Release, and that to the extent I wish to do so I
have done so. I further acknowledge that I have read this General Release in its
entirety, and that I fully understand the terms and legal effect of this General
Release. I am entering into this General Release voluntarily and of my own free
will. If I executed this General Release before the end of the twenty-one (21)
day period, such early execution was completely voluntary, and I had reasonable
and ample time in which to review this General Release.
(b) Revocability. I agree that, for a period of seven days after I
sign this General Release (the "Revocation Period"), I have the right to revoke
it by providing notice, in writing (delivered by hand or by overnight mail), to
Castle Brands Inc., Attention: Chief Executive Officer. Notwithstanding anything
contained herein to the contrary, this General Release will not become effective
and enforceable until after the expiration of the Revocation Period.
Date signed:
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Name:
2
