Exhibit 10.2


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”) is entered
into as of this 30th day of March, 2006 by and between Wayne
Bos (the “Executive”) and Natrol, Inc., a Delaware corporation (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS, the Company desires to employ Executive, and
Executive desires to obtain employment with the Company.


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants herein contained, the parties hereto agree as follows:


 


1.                                       Effective Date; Term of Employment. The Company agrees to employ Executive and
Executive agrees to become an employee and perform services for the
Company, upon the terms and conditions hereinafter set forth. Executive’s
employment pursuant to this Agreement shall be “at will,” meaning that either
Executive or the Company may terminate Executive’s employment relationship
at any time, for any reason, with or without prior notice.


 


2.                                       Duties; Extent of Service.


 


(a)                                  During
Executive’s employment under this Agreement, Executive shall serve as an
employee of the Company with the title and position of Chief Executive Officer
and President, reporting to the Board of Directors of the Company. Executive
hereby accepts such employment, agrees to serve the Company in the capacities indicated,
and agrees to use Executive’s best efforts in, and shall devote Executive’s
full working time, attention, skill and energies to, the advancement of the
interests of the Company and its subsidiaries and the performance of Executive’s
duties and responsibilities hereunder. Executive confirms that he is not
subject to any agreement or obligations that would conflict with his employment
by the Company hereunder as of the Effective Date.


 


(b)                                 Without
limitation of Section 2(a) above, Executive shall not be required to
spend more than 180 days in any calendar year in the United States of America
as he has substantial responsibilities for the Company’s operations outside of
the United States.


 


3.                                       Salary and Bonus.


 


(a)                                  During
Executive’s employment under this Agreement, the Company shall pay Executive a
base salary, which initially shall be paid at a rate of $600,000 per annum and
shall be payable in periodic installments in accordance with the Company’s
usual payroll practice for executive officers of the Company as in effect from
time to time.


 


(b)                                 Executive
shall be eligible to receive a bonus based upon the Company’s bonus
compensation plan as approved annually by the Board of Directors (each, a “Bonus”).
Each Bonus shall be subject to applicable withholding and shall be paid to
Executive at such


 

















 


time as the Company pays bonuses to its employees generally, provided
Executive must be employed by the Company on December 31 of a given year
in order to receive a Bonus for such year (or portion thereof).


 


4.                                       Benefits.


 


(a)                                  During
Executive’s employment under this Agreement, Executive shall be eligible to
participate in any and all medical, pension, profit sharing, dental and life
insurance plans and disability income plans, retirement arrangements and other
employment benefits, as may be in effect from time to time for executive
officers of the Company generally. Such participation shall be subject to (i) the
terms of the applicable plan documents (including, as applicable, provisions
granting discretion to the Board of Directors of the Company or any
administrative or other committee provided for therein or contemplated
thereby), and (ii) generally applicable policies of the Company. Executive
shall be eligible to participate in all such plans and other benefits as of the
Effective Date


 


(b)                                 The
Company shall promptly reimburse Executive for all reasonable business expenses
incurred by Executive during Executive’s employment hereunder in accordance
with the Company’s practices for executive officers of the Company, as in
effect from time to time.


 


(c)                                  Compliance
with the provisions of this Section 4 shall in no way create or be deemed
to create any obligation, express or implied, on the part of the Company
or any of its affiliates with respect to the continuation of any particular
benefit or other plan or arrangement maintained by them or their subsidiaries
as of or prior to the Effective Date or the creation and maintenance of any
particular benefit or other plan or arrangement at any time after the Effective
Date.


 


5.                                       Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or mailed by certified or registered mail (return receipt requested)
as follows:


 


	
  To the Company:

  	
  Natrol, Inc.

  
	
   

  	
  21411 Prairie Street

  
	
   

  	
  Chatsworth, California 91311

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
  Facsimile No.:
  (818) 739-6032

  
	
   

  	
   

  
	
  To Executive:

  	
  Wayne M. Bos

  
	
   

  	
  47 Corringham Road

  
	
   

  	
  London NW 11 7BS

  
	
   

  	
  United Kingdom

  



 


or to such other address of which any party may notify
the other parties as provided above. Notices shall be effective as of the date
of such delivery or mailing.


 


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6.                                       Severability. In the event that any covenant contained in this Agreement shall be
determined by any court of competent jurisdiction to be unenforceable, it shall
be interpreted so as to be enforceable to the maximum extent possible, all as
determined by such court in such action. The existence of any claim or cause of
action which Executive may have against the Company or any of its
subsidiaries or affiliates shall not constitute a defense or bar to the
enforcement of any of the provisions of this Agreement.


 


7.                                       Miscellaneous. This Agreement shall be governed by and construed under the laws of the
State of California, without consideration of its choice of law provisions, and
shall not be amended, modified or discharged in whole or in part except by
an agreement in writing signed by both of the parties hereto. Executive will
also concurrently execute the Company’s standard from “Agreement to Arbitrate,”
which shall be incorporated by reference herein and supplements this Agreement.


 


The failure of either of the
parties to require the performance of a term or obligation or to exercise any
right under this Agreement or the waiver of any breach hereunder shall not
prevent subsequent enforcement of such term or obligation or exercise of such
right or the enforcement at any time of any other right hereunder or be deemed a
waiver of any subsequent breach of the provision so breached, or of any other
breach hereunder. This Agreement shall inure to the benefit of, and be binding
upon and assignable to, successors of the Company by way of merger,
consolidation or sale and may not be assigned by Executive. This Agreement
supersedes and terminates all prior understandings and agreements between the
parties (or their predecessors) relating to the subject matter hereof. For
purposes of this Agreement, the term “person” means an individual, corporation,
partnership, association, trust or any unincorporated organization; a “subsidiary”
means any corporation more than 50 percent of whose outstanding voting
securities, or any partnership, joint venture or other entity more than 50 percent
of whose total equity interest, is directly or indirectly owned by such person;
and an “affiliate” of a person shall mean, with respect to a person or entity,
any person or entity which directly or indirectly controls, is controlled by,
or is under common control with such person or entity.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the parties have executed this
Employment Agreement under seal as of the date first set forth above.


 


	
   

  	
  NATROL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elliott Balbert

  	
   

  
	
   

  	
  Name: Elliott Balbert

  
	
   

  	
  Title: Executive Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Wayne Bos

  	
   

  
	
   

  	
  Wayne Bos

  
					



 


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