Exhibit 10.33


4-1-12


EMPLOYMENT AGREEMENT


August 23, 2000


Ms. Judy Hattendorf

4500
Woodman Ave. Sherman
Oaks, CA 91423



Dear Judy:


I am pleased to offer you the
position General Manager, United Kingdom of OMP, Inc. (the “Company”)
effective September 1, 2000 on the following terms:


A.            Duties


You will perform the duties
customarily associated with this position with respect to the Company’s operations on
a full-time basis, and will report directly to the Phillip J. Rose, President & CEO.


B.             Compensation


Salary: Your salary shall be
$125,000 per annum subject to annual cost of living increases based on the
Consumer Price Index for All Items, All Urban Consumers for the Los
Angeles-Anaheim Riverside, CA area or such greater increase as may be approved
by the Company’s Board of Directors in its discretion. Your salary shall be
paid semi-monthly, subject to
standard payroll deductions and witholdings.


Annual Performance Bonus: You
shall be entitled to an annual performance bonus based on the achievement of
certain benchmarks to be set by the Board of Directors of the Company. You will
be eligible to earn an annual performance bonus targeted at 30% of your salary
based on
meeting the parameters of your business plan. No bonus is payable unless you
are employed by
the Company on December 31, of the applicable year. AH bonuses will be subject
to the legal deductions
and withholdings, etc. as customary. The 2000 bonus will be prorated for time
of employment.


Stock Option Grant: The
Company intends to grant you 5,000 stock options to purchase common stock of the
Company under its Stock Option Plan. These options will have an exercise price of $1.94 per
share. All options will be subject to the requirements of the Company’s Stock
Option Plan, applicable rules under the Internal Revenue Code, applicable
accounting policies and
securities laws.


Benefits: From the date of your
employment, you are eligible for all company benefits, such as vacation,
holiday pay, or medical and dental benefits. You will be eligible for three weeks vacation annually
and sick leave according to the standard of the Company. You will also receive
all other benefits the Company provides to its most senior employees (e.g.,
health and



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dental insurance coverage).
You will be eligible to participate in the Company’s 401 k plan after six
months of employment.


C.            Expenses


The Company shall reimburse you for all other
reasonable, ordinary and necessary expenses incurred in the performance of your
duties (such reimbursement shall be conditioned upon the submission of
reasonable detailed receipts and/or invoices substantiating such expenses).


D.            Termination


Either you or the Company may terminate your
employment with or without cause, at any time, for any reason whatsoever
without advance notice. This at-will employment relationship cannot be changed
except by a writing signed by the Chairman of the Board of the Company.


If the Company terminates your employment without
cause after the first ninety days but during the first year of your employment,
you will receive as your sole severance, your base salary for three (3) months
payable semi-monthly, subject to standard payroll deductions and withholdings.
These payments shall cease immediately if you violate any provision of this
agreement, including the provisions of Section F. If the Company exercises this
right to terminate your employment without cause, no compensation will be owed
to you other than the severance payment referred to in the previous sentence.


If you voluntarily terminate your employment, if you
die or become physically or mentally disabled (subject to the Company’s
requirement to comply with all applicable laws), or if the Company terminates
your employment for cause, all compensation and benefits shall cease
immediately, and you will received no severance benefits. For purposes of this
agreement, termination for cause shall mean material misconduct, including, but
not limited to (i) conviction of any felony or any crime involving moral
turpitude or dishonesty or which is punishable by imprisonment in a state or
federal correctional facility; (ii) participation in a fraud or act of
dishonesty against the Company or any of its customers or suppliers; (iii)
willful and material breach of Company policies or willful violation of
reasonable rules, regulations, orders or directives of the Company’s Board of
Directors; (iv) refusal to perform your duties on a full-time basis; (v)
material breach of any term of this Agreement; (vi) intentional damage to
Company property (vii) conduct by you which in the good faith and reasonable
determination of the Board of Directors of the company demonstrates gross
negligence, willful malfeasance or gross unfitness to serve. In the case of
sections iii, iv, and v, Company must provide Employee with written notice of
their intent to terminate and Employee shall be given 30 days to correct the “cause”
in order to avoid termination. The determination as to the adequacy of such “corrective”
action on the part of the employee shall be subject to the good faith and
reasonable determination of the Board of Directors of the Company.


E.            Policies and Procedures


You will be expected to abide by all Company
policies and procedures. Company may issue policies, rules, regulations,
guidelines, procedures, or other informational material, whether



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in the form of handbooks, memoranda, or otherwise,
relating to its employees. These materials are general guidelines
for your information and shall not be construed to alter, modify, or amend this
agreement for any purpose whatsoever, and this agreement shall control over
such policies to the extent of
any conflict.


F.             Confidentiality/Non-Competition


At any time following
execution of this agreement, you agree not to use or disclose, directly or
indirectly, for any reason, whatsoever or in any way any confidential
information or trade secrets of Company, including, but not limited to, information
with respect to Company as follows: the identity, lists, and/or descriptions of any
customers of Company; financial statements, cost reports, and other financial
information; product or service pricing information; contract proposals and
bidding information; processes, policies and procedures developed as part of a
confidential business plan; and management systems and procedures, including
manuals and supplements
thereto, other than (i) at the direction of Company during the course of your employment (ii) after
receipt of the prior written consent of Company, (iii) as required by any court
or governmental regulatory agency having competent jurisdiction over Company,
or (iv) information made public
by Company.


You agree that all copyrights,
trademarks, tradenames, service marks, inventions, processes and other
intangible or intellectual property rights that may be invented, conceived, developed or enhanced by
you while you are employed by the company that relate to the Company’s
business, or that result from any work performed by you for the Company, shall
be the sole property of the Company, and you hereby assign to the Company any
right or interest that you may otherwise have in respect thereof. Upon the reasonable
request of the Company, you shall execute acknowledge, deliver and file any
instrument or document necessary or appropriate to give effect to this
provision and do all other acts and things necessary to enable the Company to exploit
the same or to obtain patents or similar protection with respect thereto. You
agree that the covenants set forth in this paragraph shall accrue to the
benefit of Company, irrespective of the reason for termination of the other provisions of
this agreement and the corresponding
employment relationship created hereby.


You agree that while you are
employed by the Company and for a period of three years thereafter you will not,
without the prior written consent of the Company’s Board of Directors:


a.               Whether for compensation or otherwise, directly or
indirectly engage in the Company’s business, or any part thereof, or assist any
other person in such person’s conduct of the Company’s business, or any part thereof,
whether as a director, officer, employee, consultant, adviser, independent
contractor or otherwise;


b.              Hold a legal or beneficial interest in any person which
is engaged in the Company’s business or any part thereof, whether such interest
is as an owner, investor, partner, creditor (other than as a trade creditor in the ordinary
course of business), joint venture
or otherwise;


c.               Solicit, divert or attempt to divert from the Company or
any person deriving title to the goodwill of the Company (a “Transferee”) any
business constituting, or any customer of, any part of the Company’s business then
conducted by the Company or such
Transferee; or



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d.              Induce or attempt to induce any person then,
or during the immediately preceding six (6) month period, engaged or employed
(whether part-time or full-time) by the Company or any Transferee, whether as
an officer, employee, consultant, salesman, adviser or independent contractor
to leave the employ of the Company or such Transferee, as the case may be, or
to cease providing the services to the Company or such Transferee, as the case
may be, then provided by such person, or in any other manner seek to engage or
employ any such person (whether or not for compensation) as an officer,
employee, consultant, adviser or independent contractor such that such person
would thereafter be unable to devote his or her full business time and
attention to the business then conducted by the Company or such Transferee, as
the case may be.


You hereby specifically acknowledge and agree that
the restrictions contained in this paragraph are reasonable and necessary to
protect the business and prospective business of Company, and that the
enforcement of the provisions of this paragraph will not work an undue hardship
on you.


However, in the event your employment is terminated
by the Company without cause, you shall be permitted to do the following as the
first anniversary of the date of such termination:


a.                Whether
for compensation or otherwise, directly or indirectly engage in the Company’s
business, or any part thereof, or assist any other person in such person’s conduct
of the Company’s business, or any part thereof, whether as a director, officer,
employee consultant, adviser, independent contractor or otherwise; or


b.             Hold
a legal or beneficial interest in any person which is engaged in the Company’s business
or any part thereof, whether such interest is as an owner, investor, partner, creditor
(other than as a trade creditor in the ordinary course of business), joint venture
or otherwise; or


G.
Miscellaneous


To ensure rapid and economical resolution of any
disputes which may arise with the Company, or any of its officers or directors
or under this agreement, you agree that any and all disputes or controversies,
whether of law or fact of any nature whatsoever (including, but not limited to,
all state and federal statutory and discrimination claims whether for race,
sex, sexual orientation, religion, national origin, age, marital status, or
medical condition, handicap or disability, or otherwise) arising from any such
dispute or regarding the interpretation, performance, enforcement or breach of
this agreement shall be resolved by final and binding arbitration under the
Judicial Arbitration and Mediation Services Rules of Practice and Procedure.


If any provision of this agreement is held up to be
illegal, invalid, or unenforceable under present or future laws, such provision
shall be fully severable, and this agreement and each separate provision hereof
shall be construed and enforced as if such illegal invalid, or unenforceable
provision had never comprised a part of this agreement, and the remaining
provisions of this agreement, shall remain in full force and effect and shall
not be affected by the



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illegal, invalid or unenforceable provision or by its
severance from this agreement. In addition, in lieu of such illegal, invalid,
or unenforceable provision, there shall be added automatically as part of this
agreement a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid and enforceable, if
such reformation is allowable under
applicable law.


This agreement constitutes the
complete, final and exclusive embodiment of the entire agreement between you
and the Company with respect to the terms and conditions of your employment, and it
supersedes any agreements or promises made to you by anyone, whether oral or written. You agree
that, except as provided herein, no other representations or promises were made
to you regarding your employment with the Company. This agreement shall be
construed and interpreted in
accordance with the laws of the State of California.


We look forward to your joining
the Company and to a successful and enjoyable working relationship.


Sincerely,


	
  Obagi Medical Products, Inc.

  
	
   

  
	
  By:

  	
  /s/ Phillip J.
  Rose

  	
   

  
	
   

  	
  Phillip J. Rose

  
	
   

  	
  President &
  Chief Executive Officer

  
	
   

  
	
   

  
	
  Accepted By:

  
	
   

  
	
  /s/ Judy
  Hattendorf

  	
   

  
	
  Judy Hattendorf

  



 



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