Exhibit 10.15





Executive Employment
Agreement






Employment.  Prestige
Brands Holdings, Inc. (“Employer”) agrees to employ Eric S. Klee (“Executive”)
and Executive accepts such employment for the period beginning as of March 31,
2010 and ending upon his termination pursuant to Section 1(c) hereof
(the “Employment
Period”) subject only to the approval of the Prestige Brands Holdings,
Inc. Board of Directors (the “Board”).





(a)  Position and
Duties.




(i) During
the Employment Period, Executive shall serve as General Counsel and Secretary of
Employer and shall have the normal duties, responsibilities and authority
implied by such position, subject to the power of the Chief Executive Officer of
Employer and the Board to expand or limit such duties, responsibilities and
authority and to override such actions.




(ii) Executive
shall report to the Chief Executive Officer of Employer, and Executive shall
devote his best efforts and his full business time and attention to the business
and affairs of Employer and its Subsidiaries (as defined below).




(b)  Salary, Bonus and
Benefits.  During the Employment Period, Employer will pay
Executive a base salary of $250,000 per annum (the “Annual Base Salary”),
paid twice monthly, in accordance with Employer’s normal payroll cycle and
procedures. In addition, in fiscal years 2011 and beyond, the Executive shall be
eligible for and participate in the Annual Incentive Compensation Plan (the
“Annual Bonus”) under which the Executive shall be eligible for an annual Target
Bonus payment of 40% of Annual Base Salary.  Executive shall be
eligible to participate in the Long-Term Equity Incentive Plan of Employer (the
“Plan”) and all equity grants thereunder shall automatically vest upon a Change
in Control (as defined in the Plan). During the Employment Period, Executive
will be entitled to such other benefits approved by the Board and made available
to the senior management of Employer and its Subsidiaries, which shall include
vacation time (four weeks per year), flexible spending account, 401(k) Plan
(currently 65% match of up to 6% of salary, subject to IRS cap and periodic
potential adjustment by the Board) as well as medical, dental, vision, life,
long term care and disability insurance.  The Board, on a basis
consistent with past practice, shall review the Annual Base Salary of Executive
and may increase the Annual Base Salary by such amount as the Board, in its sole
discretion, shall deem appropriate.  The term “Annual Base Salary” as
used in this Agreement shall refer to the Annual Base Salary as it may be so
increased.




(c)  Termination.  The
Employment Period will continue until (i) Executive’s death, disability or
resignation from employment with Employer and its Subsidiaries or (ii) Employer
and its Subsidiaries decide to terminate Executive’s employment with or without
Cause (as defined below).  If (A) Executive’s employment is terminated
without Cause pursuant to clause (ii) above








or (B)
Executive resigns from employment with Employer and its Subsidiaries for Good
Reason, then, subject to Executive’s execution and delivery of a Release,
starting on the sixtieth (60th) day
following Executive’s termination of employment, Employer shall pay to
Executive, in equal installments ratably over twelve (12) months in accordance
with the Employer’s normal payroll cycle and procedures, an aggregate amount
equal to (I) his Annual Base Salary, plus (II) an amount equal to the average
Annual Bonus paid or payable to Executive by Employer for the last three
completed fiscal years prior to the date of termination. In addition, if
Executive is entitled on the date of termination to coverage under the medical
and prescription portions of the Welfare Plans, such coverage shall continue for
Executive and Executive’s covered dependents for a period ending on the first
anniversary of the date of termination at the active employee cost payable by
Executive with respect to those costs paid by Executive prior to the date of
termination; provided, that this
coverage will count towards the depletion of any continued health care coverage
rights that Executive and Executive’s dependents may have pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided further,
that Executive’s or Executive’s covered dependents’ rights to continued health
care coverage pursuant to this Section1(c) shall terminate at the time Executive or Executive’s
covered dependents become covered, as described in COBRA, under another group
health plan, and shall also terminate as of the date Employer ceases to provide
coverage to its senior executives generally under any such Welfare
Plan.  Notwithstanding the foregoing, (I) Executive shall not be
entitled to receive any payments or benefits pursuant to this Section1(c) unless Executive has executed and delivered to
Employer a general release in form and substance satisfactory to Employer and
(II) Executive shall be entitled to receive such payments and benefits only so
long as Executive has not breached the provisions of Section 2 or Section 3
hereof.  The release described in the foregoing sentence shall not
require Executive to release any claims for any vested employee benefits,
workers compensation benefits covered by insurance or self-insurance, claims to
indemnification to which Executive may be entitled under Employer’s or its
Subsidiaries’ certificate(s) of incorporation, by-laws, any indemnification
agreement or under any of Employer’s or its Subsidiaries’ directors or officers
insurance policy(ies) or applicable law, or equity claims to contribution from
Employer or its Subsidiaries or any other Person to which Executive is entitled
as a matter of law in respect of any claim made against Executive for an alleged
act or omission in Executive’s official capacity and within the scope of
Executive’s duties as an officer, director or employee of Employer or its
Subsidiaries. Not later than eighteen (18) months following the termination of
Executive’s employment, Employer and its Subsidiaries for which the Executive
has acted in the capacity of a senior manager, shall sign and deliver to
Executive a release of claims that Employer  and its Subsidiaries have
against Executive; provided that, such
release shall not release any claims that Employer and/or its Subsidiaries
commenced prior to the date of the release(s), any claims relating to matters
actively concealed by Executive, any claims to contribution from Executive to
which Employer or its Subsidiaries are entitled as a matter of law or any claims





2


arising
out of mistaken indemnification by Employer and/or any of its
Subsidiaries.  Except as otherwise provided in this Section 1(c) or in
the Employer’s employee benefit plans or as otherwise required by applicable
law, Executive shall not be entitled to any other salary, compensation or
benefits after termination of Executive’s employment with Employer.




2. Confidential
Information.




(a)  Obligation to Maintain
Confidentiality.  Executive acknowledges that the information,
observations and data (including trade secrets) obtained by him during the
course of his performance under this Agreement concerning the business or
affairs of Employer, its Subsidiaries and Affiliates (“Confidential
Information”) are the property of Employer, its Subsidiaries and
Affiliates, as applicable, including information concerning acquisition
opportunities in or reasonably related to Employer’s, its Subsidiaries’ and/or
Affiliates’ business or industry of which Executive becomes aware during the
Employment Period. Therefore, Executive agrees that he will not disclose to any
unauthorized Person or use for his own account (for his commercial advantage or
otherwise) any Confidential Information without the Board’s written consent,
unless and to the extent that the Confidential Information, (i) becomes
generally known to and available for use by the public other than as a result of
Executive’s acts or omissions to act, (ii) was known to Executive prior to
Executive’s employment with Employer or any of its Subsidiaries or Affiliates or
(iii) is required to be disclosed pursuant to any applicable law, court order or
other governmental decree.  Executive shall deliver to Employer on the
date of termination, or at any other time Employer may request, all memoranda,
notes, plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product (as defined below) or the business of the Employer,
its Subsidiaries and Affiliates (including, without limitation, all acquisition
prospects, lists and contact information) which he may then possess or have
under his control.




(b)  Ownership of
Property.  Executive acknowledges that all discoveries,
concepts, ideas, inventions, innovations, improvements, developments, methods,
processes, programs, designs, analyses, drawings, reports, patent applications,
copyrightable work and mask work (whether or not including any Confidential
Information) and all registrations or applications related thereto, all other
proprietary information and all similar or related information (whether or not
patentable) that relate to Employer’s, its Subsidiaries’ and/or Affiliates’
actual or anticipated business, research and development, or existing or future
products or services and that are conceived, developed, contributed to, made, or
reduced to practice by Executive (either solely or jointly with others) while
employed by the Employer, its Subsidiaries and/or Affiliates (including any of
the foregoing that constitutes any proprietary information or records) (“Work Product”) belong
to the Employer or such Subsidiary or Affiliate and Executive hereby assigns,
and agrees to assign, all of the above Work Product to Employer or to such
Subsidiary or Affiliate.  Any copyrightable work prepared in whole or
in part by Executive in





3


the
course of his work for any of the foregoing entities shall be deemed a “work
made for hire” under the copyright laws, and Employer or such Subsidiary or
Affiliate shall own all rights therein.  To the extent that any such
copyrightable work is not a “work made for hire,” Executive hereby assigns and
agrees to assign to Employer or such Subsidiary or Affiliate all right, title,
and interest, including without limitation, copyright in and to such
copyrightable work.  Executive shall promptly disclose such Work
Product and copyrightable work to the Board and perform all actions reasonably
requested by the Board (whether during or after the Employment Period) to
establish and confirm the Employer’s or such Subsidiary’s or Affiliate’s
ownership (including, without limitation, assignments, consents, powers of
attorney, and other instruments).




(c)Third Party
Information. Executive understands that Employer, its Subsidiaries and
Affiliates will receive from third parties confidential or proprietary
information (“Third
Party Information”), subject to a duty on Employer’s, its Subsidiaries’
and Affiliates’ part to maintain the confidentiality of such information and to
use it only for certain limited purposes.  During the Employment
Period and thereafter, and without in any way limiting the provisions of Section2(a) above, Executive will hold Third Party Information
in the strictest confidence and will not disclose to anyone (other than
personnel and consultants of Employer, its Subsidiaries and Affiliates who need
to know such information in connection with their work for Employer or any of
its Subsidiaries and Affiliates) or use, except in connection with his work for
Employer or any of its Subsidiaries and Affiliates, Third Party Information
unless expressly authorized by a member of the Board (other than himself if
Executive is on the Board) in writing.




(d)Use of Information of Prior
Employers.  During the Employment Period and thereafter,
Executive will not improperly use or disclose any confidential information or
trade secrets, if any, of any former employers or any other Person to whom
Executive has an obligation of confidentiality, and will not bring onto the
premises of Employer or any of its Subsidiaries or Affiliates any unpublished
documents or any property belonging to any former employer or any other Person
to whom Executive has an obligation of confidentiality unless consented to in
writing by the former employer or Person.  Executive will use in the
performance of his duties only information which is (i) generally known and used
by persons with training and experience comparable to Executive’s and which is
(x) common knowledge in the industry or (y) otherwise legally in the public
domain, (ii) otherwise provided or developed by Employer or any of its
Subsidiaries or Affiliates or (iii) in the case of materials, property or
information belonging to any former employer or other Person to whom Executive
has an obligation of confidentiality, approved for such use in writing by such
former employer or Person.




3.        
 Non-competition
and No Solicitation .  Executive
acknowledges that (i) the course of his employment with Employer he will become
familiar with Employer’s, its Subsidiaries’ and Affiliates’ trade secrets and
with other confidential information





4
 concerning
the Employer, its Subsidiaries and Affiliates; and (ii) his services will be of
special, unique and extraordinary value to Employer and such
Subsidiaries.  Therefore, Executive agrees that:




(a) Non-competition.  During
the Employment Period and also during the period commencing on the date of
termination of the Employment Period and ending on the first anniversary of the
date of termination (the “Severance Period”), he shall not without the express
written consent of Employer, anywhere in the United States, directly or
indirectly, own, manage, control, participate in, consult with, render services
for, or in any manner engage in any business (i) which competes with (a) OTC
wart or skin tag treatment products (including, without limitation, salicylic
acid or cryogen-based products), (b) dental devices for treatment or management
of bruxism, (c) OTC sore throat treatment products (including, without
limitation, liquids, lozenges and strips), (d) inter-proximal devices, (e)
powdered and liquid cleansers, (f) pediatric OTC medicinal and non-medicinal
products, (g) OTC eye care products, or (h) any other business acquired by
Employer and its Subsidiaries after the date hereof which represents 5% or more
of the consolidated revenues or EBITDA of Employer and its Subsidiaries for the
trailing 12 months ending on the last day of the last completed calendar month
immediately preceding the date of termination of the Employment Period, or (ii)
in which Employer and/or its Subsidiaries have conducted discussions or have
requested and received information relating to the acquisition of such business
by such Person (x) within one year prior to the date of termination and (y)
during the Severance Period, if any.  Nothing herein shall prohibit
Executive from being a passive owner of not more than 2% of the outstanding
stock of any class of a corporation that is publicly traded, so long as
Executive has no active participation in the business of such
corporation




(b) No
solicitation.  During the Employment Period and also
during the Severance Period, Executive shall not directly or indirectly through
another entity (i) induce or attempt to induce any employee of Employer or its
Subsidiaries to leave the employ of Employer or its Subsidiaries, or in any way
interfere with the relationship between Employer or its Subsidiaries and any
employee thereof, (ii) hire any person who was an employee of Employer or its
Subsidiaries within 180 days after such person ceased to be an employee of
Employer or its Subsidiaries; provided, however, that such
restriction shall not apply for a particular employee if Employer or its
Subsidiaries have provided written consent to such hire, which consent, in the
case of any person who was not a key employee of Employer or its Subsidiaries
shall not be unreasonably withheld, (iii) induce or attempt to induce any
customer, supplier, licensee or other business relation of Employer or its
Subsidiaries to cease doing business with Employer or its Subsidiaries or in any
way interfere with the relationship between any such customer, supplier,
licensee or business relation and Employer or its Subsidiaries or (iv) directly
or indirectly acquire or attempt to acquire an interest in any business relating
to the business of Employer or its Subsidiaries and with which Employer or its
Subsidiaries have conducted discussions or have requested and received
information relating to the





5


acquisition
of such business by Employer or its Subsidiaries in the two year period
immediately preceding the date of termination.




(c)  Enforcement.  If,
at the time of enforcement of Section 2 or this
Section 3, a
court holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum duration,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
duration, scope and area permitted by law.  Because Executive’s
services are unique and because Executive has access to Confidential
Information, the parties hereto agree that money damages would be an inadequate
remedy for any breach of this Agreement.  Therefore, in the event of a
breach or threatened breach of this Agreement, Employer, its Subsidiaries or
their successors or assigns may, in addition to other rights and remedies
existing in their favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce, or
prevent any violations of, the provisions hereof (without posting a bond or
other security).




(d)  Additional
Acknowledgments.  Executive acknowledges that the provisions of
this Section 3
are in consideration of:  (i) employment with the Employer, (ii) the
prospective issuance of securities by Employer pursuant to the Plan and (iii)
additional good and valuable consideration as set forth in this
Agreement.  In addition, Executive agrees and acknowledges that the
restrictions contained in Section 2 and this
Section 3 do
not preclude Executive from earning a livelihood, nor do they unreasonably
impose limitations on Executive’s ability to earn a living.  In
addition, Executive acknowledges (i) that the business of Employer and its
Subsidiaries will be conducted throughout the United States, (ii)
notwithstanding the state of incorporation or principal office of Employer or
any of its Subsidiaries, or any of their respective executives or employees
(including the Executive), it is expected that Employer and its Subsidiaries
will have business activities and have valuable business relationships within
its industry throughout the United States and (iii) as part of his
responsibilities, Executive will be traveling throughout the United States in
furtherance of Employer’s and/or its Subsidiaries’ business and their
relationships.  Executive agrees and acknowledges that the potential
harm to Employer and its Subsidiaries of the non-enforcement of Section 2 and this
Section 3
outweighs any potential harm to Executive of their enforcement by injunction or
otherwise.  Executive acknowledges that he has carefully read this
Agreement and has given careful consideration to the restraints imposed upon
Executive by this Agreement, and is in full accord as to their necessity for the
reasonable and proper protection of confidential and proprietary information of
Employer and its Subsidiaries now existing or to be developed in the
future.  Executive expressly acknowledges and agrees that each and
every restraint imposed by this Agreement is reasonable with respect to subject
matter, time period and geographical area.




6


4.Miscellaneous.





(a)       
Survival.  The
provisions of Sections 1(c), 2, 3 and 4 shall survive the termination of this
Agreement.





(b)      
Entire Agreement and
Merger.  This Agreement sets forth the entire understanding of
the parties and merges and supersedes any prior or contemporaneous agreements,
whether written or oral, between the parties pertaining to the subject matter
hereof.





(c)      
Modification.  This
Agreement may not be modified or terminated orally, and no modification or
waiver of any of the provisions hereof shall be binding unless in writing and
signed by the party against whom the same is sought to be enforced.





(d)
     Waiver.  Failure
of a party to enforce one or more of the provisions of this Agreement or to
require at any time performance of any of the obligations hereof shall not be
construed to be a waiver of such provisions by such party nor to in any way
affect the validity of this Agreement or such party's right thereafter to
enforce any provision of this Agreement, nor to preclude such party from taking
any other action at any time which it would legally be entitled to
take.





(e)      
Successors and
Assigns.  Neither party shall have the right to assign this
Agreement, or any rights or obligations hereunder, without the consent of the
other party; provided, however, that upon the sale of all or substantially all
of the assets, business and goodwill of Employer to another company, or upon the
merger or consolidation of Employer with another company, this Agreement shall
inure to the benefit of, and be binding upon, both Executive and the company
purchasing such assets, business and goodwill, or surviving such merger or
consolidation, as the case may be, in the same manner and to the same extent as
though such other company were Employer; and provided, further, that Employer
shall have the right to assign this Agreement to any Affiliate or Subsidiary of
Employer.  Subject to the foregoing, this Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their legal
representatives, heirs, successors and permitted assigns.





(f)      
Communications.  All
notices or other communications required or permitted hereunder will be in
writing and will be deemed given or delivered when delivered personally, by
registered or certified mail or by overnight courier (fare prepaid) addressed as
follows:






(i)
            
            To
      Employer:
            Prestige Brands
      Holdings, Inc.90 North
      BroadwayIrvington,
      New York  10533Attention: Chief
      Executive Officer












7









(ii)
            
            With a copy
      to:
            Prestige Brands
      Holdings, Inc.90 North
      BroadwayIrvington,
      New York  10533Attention: Legal
      Department(iii)
            
            To the
      Employee:
            Eric S.
    Klee44 Travis
    RoadBaldwin
      Place, New York  10505







or to
such address as a party hereto may indicate by a notice delivered to the other
party.  Notice will be deemed received the same day when delivered
personally, five (5) days after mailing when sent by registered or certified
mail, and the next business day when delivered by overnight
courier.  Any party hereto may change its address to which all
communications and notices may be sent by addressing notices of such change in
the manner provided.




(g)     
Severability.  If
any provision of this Agreement is held to be invalid or unenforceable by a
court of competent jurisdiction, such invalidity or unenforceability shall not
affect the validity and enforceability of the other provisions of this Agreement
and the provision held to be invalid or unenforceable shall be enforced as
nearly as possible according to its original terms and intent to eliminate such
invalidity or unenforceability.





(h)     
Governing
Law.  This Agreement will be governed by, construed and
enforced in accordance with the laws of the State of New York, without giving
effect to its conflicts of law provisions.





(i)      
Arbitration.  (a)
Except as provided in subsection (b) of this Section 4(i), the following
provisions shall apply to disputes between Employer and Executive arising out of
or related to either: (i) this Agreement (including any claim that any part of
this Agreement is invalid, illegal or otherwise void or voidable), or (ii) the
employment relationship that exists between Employer and Executive:





(i)
            The
      parties shall first use their reasonable best efforts to discuss and
      negotiate a resolution of the
dispute.





(ii)
            If
      efforts to negotiate a resolution do not succeed within 5 business days
      after a written request for negotiation has been made, the dispute shall
      be resolved timely and exclusively by final and binding arbitration in New
      York County or Westchester County, New York pursuant to the American
      Arbitration Association (“AAA”) National Rules for the Resolution of
      Employment Disputes (the “AAA Rules”).  Arbitration must be
      demanded within ten (10) calendar days after the expiration of the five
      (5) day period referred to above.  The arbitration opinion and
      award shall







8




be final and binding
      on the Employer and the Executive and shall be enforceable by any court
      sitting within New York County or Westchester County, New
      York.  Employer and Executive shall share equally all costs of
      arbitration excepting their own attorney’s fees unless and to the extent
      ordered by the arbitrator(s) to pay the attorneys’ fees of the prevailing
      party.




(iii)
            The
      parties recognize that this Section 4(i) means that certain claims will be
      reviewed and decided only before an impartial arbitrator or panel of
      arbitrators instead of before a court of law and/or a jury, but desire the
      many benefits of the arbitration process over court proceedings, including
      speed of resolution, lower costs and fees, and more flexible rules of
      evidence.  The arbitration or arbitrators duly selected pursuant
      to the AAA’s Rules shall have the same power and authority to order any
      remedy for violation of a statute, regulation, or ordinance as a court
      would have; and shall have the same power to order discovery as a federal
      district court has under the Federal Rules of Civil
    Procedure.





(b)
            The
      provisions of this Section 4(i) shall not apply to any action by the
      Employer seeking to enforce its rights arising out of or related to the
      provisions of Sections 2 and 3 of this
  Agreement.





(c)
            This
      Section 4(i) is intended by the Employer and the Executive to be
      enforceable under the Federal Arbitration Act (“FAA”).  Should
      it be determined by any court that the FAA does not apply, then this
      Section 4(i) shall be enforceable under the applicable arbitration
      statutes of the State of Delaware.





(j)           No Third-Party
Beneficiaries.  Each of the provisions of this Agreement is for
the sole and exclusive benefit of the parties hereto and shall not be deemed for
the benefit of any other person or entity.





(k)           Section 409A of the Internal
Revenue Code.  (a) Notwithstanding any provisions of this Agreement
to the contrary, if the Executive is considered a Specified Executive (as
defined below) at termination of employment other than on account of death or
Disability, under such procedures as established by the Employer in accordance
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
benefit distributions, other than those that are deemed “separation pay” under
the Treas. Reg. §1.409A-1(b)(9), that are made upon termination of employment
may not commence earlier than six (6) months after the date of
termination.  Therefore, in the event this provision is applicable to
the Executive, any distribution which would otherwise be paid to the Executive
within the first six months following termination shall be accumulated and paid
to the Executive in a lump sum on the first day of the seventh month following
termination.  All subsequent distributions shall be paid in the manner
specified.





9
 “Specified
Executive” means a key employee (as defined in Section 416(i) of the Code
without regard to paragraph 5 thereof) of the Employer if any stock of the
Employer is publicly traded on an established securities market or
otherwise.





(b) With
respect to the payment of all benefits under the Agreement, including separation
pay and deferred compensation, whether a “termination of employment” takes place
is determined based on the facts and circumstances surrounding the termination
of the Executive’s employment and whether the Employer and the Executive
intended for the Executive to provide significant services for the Employer
following such termination.  A change in the Executive’s employment
status will not be considered a termination of employment if:





(i)
            the
      Executive continues to provide services as an employee of the Employer at
      an annual rate that is twenty percent (20%) or more of the services
      rendered, on average, during the immediately preceding three full calendar
      years of employment (or, if employed less than three years, such lesser
      period) and the annual remuneration for such services is twenty percent
      (20%) or more of the average annual remuneration earned during the final
      three full calendar years of employment (or, if less, such lesser period),
      or





(ii)
            the
      Executive continues to provide services to the Employer in a capacity
      other than as an employee of the Employer at an annual rate that is fifty
      percent (50%) or more of the services rendered, on average, during the
      immediately preceding three full calendar years of employment (or if
      employed less than three years, such lesser period) and the annual
      remuneration for such services is fifty percent (50%) or more of the
      average annual remuneration earned during the final three full calendar
      years of employment (or if less, such lesser
  period).





For
purposes of applying the provisions of Section 409A of the Code, a reference to
the Employer shall also be deemed a reference to any affiliate thereof within
the contemplation of Sections 414(b) and 414(c) of the Code.  For
purposes of this Agreement, the definition of “termination of employment” shall
apply to all uses of such term, whether capitalized or not.




(l)           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.




[Remainder
of page intentionally left blank]




10


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.




PRESTIGE
      BRANDS HOLDINGS, INC.By:
              /s/ Matthew
      M. MannellyName:
      Matthew M. MannellyTitle:
      Chief Executive OfficerBy:
              /s/
      Eric S. KleeName:
      Eric S. Klee














DEFINITIONS




“Affiliate”
means, with respect to any Person, any other Person who directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, such Person.  The term “control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
“controlled” and “controlling” have meanings correlative thereto.




“Cause”
is defined as (i) your  willful and continued failure to substantially
perform your duties with Employer (other than any such failure resulting from
your incapacity due to physical or mental illness) that has not been cured
within  10 days after a written demand for substantial performance is
delivered to you by the Board, which demand specifically identifies the manner
in which the Board believes that you have not substantially performed your
duties, (ii) the willful engaging by you in conduct which is demonstrably and
materially injurious to Employer or its Affiliates, monetarily or otherwise,
(iii) your conviction (or plea of nolo contendere) for any felony or any other
crime involving dishonesty, fraud or moral turpitude, (iv) your breach of
fiduciary duty to Employer or its Affiliates, (v) any violation of Employer's
policies relating to compliance with applicable laws which have a material
adverse effect on Employer or its Affiliates or (vi) your breach of any
restrictive covenant.  For purposes of clauses (i) and (ii) of this
definition, no act, or failure to act, on your part shall be deemed "willful"
unless done, or omitted to be done, by you not in good faith and without
reasonable belief that your act, or failure to act, was in the best interest
of  Employer.





“Disability”
means the Executive: (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months; or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, receiving income replacement benefits for a period of
not less than three (3) months under an accident and health plan covering
employees or directors of the Employer.  Medical determination of
Disability may be made by either the Social Security Administration or by the
provider of an accident or health plan covering employees or directors of the
Employer provided that the definition of “disability” applied under such
disability insurance program complies with the requirements of the preceding
sentence.  Upon the request of the plan administrator, the Executive
must submit proof to the plan administrator of the Social Security
Administration’s or the provider’s determination.  For purposes of
this Agreement the definition of “Disability” shall apply to all uses of such
term, whether capitalized or not.








“Good
Reason” means that the Executive terminated his employment with the Employer
because, within the twelve (12) month period preceding the Executive’s
termination, one or more of the following conditions arose and the Executive
notified the Employer of such condition within 90 days of its occurrence and the
Employer did not remedy such condition within 30 days:





(i)
            a
      material diminution in the Executive’s base salary as in effect on the
      date hereof or as the same may be increased from time to
    time;





(ii)
            a
      material diminution in the Executive’s authority, duties, or
      responsibilities;





(iii)
            the
      relocation of the Employer’s headquarters outside a thirty-mile radius of
      Irvington, New York or the Employer’s requiring the Executive to be based
      at any place other than a location within a thirty-mile radius of
      Irvington, New York, except for reasonably required travel on the
      Employer’s business; or





(iv)
            any
      other action or inaction that constitutes a material breach by the
      Employer of this Agreement.




“Person”
means any person or entity, whether an individual, trustee, corporation, limited
liability company, partnership, trust, unincorporated organization, business
association, firm, joint venture, governmental authority or similar
entity.




“Subsidiary”
of any specified Person shall mean any corporation fifty percent (50%) or more
of the outstanding capital stock of which, or any partnership, joint venture,
limited liability company or other entity fifty percent (50%) or more of the
ownership interests of which, is directly or indirectly owned or controlled by
such specified Person, or any such corporation, partnership, joint venture,
limited liability company, or other entity which may otherwise be controlled,
directly or indirectly, by such Person.