Exhibit
      10.3




Executive
        Employment Agreement
   1.Employment. 
          Employer agrees
          to
          employ Executive and Executive accepts such employment for the period beginning
          as of October 1st
          2007 and ending upon his separation pursuant to Section
          1(c) hereof (the “Employment
          Period”).
 (a)           
        Position
        and Duties.
  (i)           
        During the Employment Period, Executive shall serve as the Senior Vice
        President, International 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 the Company, Employer and their Subsidiaries.
  (b)           
        Salary,
        Bonus and Benefits.  During the Employment Period, Employer
        will pay Executive a base salary of $213,000 per annum (the “Annual
        Base Salary”). In addition, 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 45%
        of Annual Base Salary. Executive is eligible for the Long Term Incentive
        Plan of
        the company. During the Employment Period, Executive will be entitled to
        such
        other benefits approved by the Board and made available to the senior management
        of the Company, Employer and their Subsidiaries, which shall include vacation
        time (four weeks per year) and medical, dental, life 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)           
        Separation.  The
        Employment Period will continue until (i) Executive’s death, disability or
        resignation from employment with the Company, Employer and their respective
        Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries
        decide to terminate Executive’s employment with or without Cause.  If
        (A) Executive’s employment is terminated without Cause pursuant to clause (ii)
        above or (B) Executive resigns from employment with the Company, Employer
        or any
        of their respective Subsidiaries for Good Reason, then 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”), Employer shall pay to Executive, in equal installments on the
        Employer’s regular salary payment dates, an aggregate amount equal to (I) his
        Annual Base Salary, plus (II) an amount equal to the Annual Bonus, if any,
        paid
  
 Annual
        Bonus, if any, paid or payable to Executive by Employer for the last fiscal
        year
        ended 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 Section
        1(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 Section
        1(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 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 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 at a
      Separation, 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 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 Section
      2(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 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, he shall not without the
      express written consent of Employer, anywhere in the world, 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 treatment products (including, without limitation, cryogen-based products),
      (b) 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) copper scrubbers, (f) powdered and
      liquid cleansers, (g) pediatric OTC medicinal 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
      Separation 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
      period commencing on the date of termination of the Employment Period and ending
      on the first anniversary of the date of termination, 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
      acquisition of such business by Employer or its Subsidiaries in the two year
      period immediately preceding a Separation.




(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
      Long-Term Equity Incentive 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 world, (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 world and (iii) as part of his responsibilities,
      Executive will be traveling throughout the world 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.




4.
                  Miscellaneous.





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





(b)           
      Entire
      Agreement.  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




(ii)
              With
                a
                copy to:
              Prestige
                Brands Holdings, Inc.90
                North BroadwayIrvington,
                New York  10533Attention:
                Legal Department








(iii)
            To
              the
              Employee:
            John
              Parkinson525
              E. 72nd
              Street, Apt. 4ENew
              York, New
              York  10021







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)           
      Jurisdiction;
      Venue.  THIS AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE
      JURISDICTION OF THE STATE OR FEDERAL COURTS SITTING IN WESTCHESTER COUNTY,
      NEW
      YORK.  THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND EXPRESSLY AGREE
      TO SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
      SOUTHERN DISTRICT OF NEW YORK OR COURTS OF THE STATE OF NEW YORK IN WESTCHESTER
      COUNTY, NEW YORK FOR THE PURPOSE OF RESOLVING ANY DISPUTES AMONG THE PARTIES
      RELATING TO THIS AGREEMENT.  THE PARTIES IRREVOCABLY WAIVE, TO THE
      FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER
      HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
      OR
      RELATING TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT
      HEREOF, BROUGHT IN WESTCHESTER COUNTY, NEW YORK, AND FURTHER IRREVOCABLY WAIVE
      ANY CLAIM THAT ANY SUIT, ACTION OR PROCEEDING BROUGHT IN WESTCHESTER COUNTY,
      NEW
      YORK HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  THE PARTIES HERETO
      AGREE TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED UNITED STATES MAIL,
      POSTAGE PREPAID, ADDRESSED TO THE PARTY IN QUESTION.




(j)           
      Waiver
      of Jury Trial.  EACH PARTY TO THIS AGREEMENT WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
      BY
      JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT.







(k)           
      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.





(l)           
      Code
      Section 409A.  The parties to this Agreement intend that the
      Agreement complies with Section 409A of the Internal Revenue Code, where
      applicable, and this Agreement shall be interpreted in a manner consistent
      with
      that intention.  To the extent not otherwise provided by this Agreement,
      and solely to the extent required by Section 409A of the Code, no payment or
      other distribution required to be made to the Executive hereunder (including
      any
      payment of cash, any transfer of property and any provision of taxable benefits)
      as a result of his termination of employment with Employer shall be made earlier
      than the date that is six (6) months and one day following the date on which
      the
      Executive separates from service with Employer any and its affiliates (within
      the meaning of Section 409A of the Code).





(m)           
      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]







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




PRESTIGE
                BRANDS HOLDINGS, INC.By:
              /s/
                Mark
                PettieName:
              Mark
                PettieTitle:
              Chairman
                and Chief ExecutiveOfficer/s/
                John
                ParkinsonJohn
                Parkinson














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.





“Good
      Reason” is defined as, without your consent, (i) the assignment to you of any
      duties inconsistent with your status as the Senior Vice President, International
      or a substantial adverse alteration in the nature or status of the your
      responsibilities, unless Employer has cured such events within 10 business
      days
      after the receipt of written notice thereof from you, (ii) a reduction in your
      annual base salary or target annual bonus percentage, except for
      across-the-board salary reductions similarly affecting all senior executives
      of
      Employer, or (iii) the relocation of Employer's headquarters by more than 30
      miles.




“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.