davidtalbertempagreement.htm


    Exhibit 10.13

    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, Sales
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 $201,000 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 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 (as defined
below).  If (A) Executive’s employment is terminated without Cause
pursuant to clause (ii) above or (B) Executive resigns from employment with the
Company, Employer and 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 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 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 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 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.

     

    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
      Broadway
	 	 	 	Irvington, New
      York  10533
	 	 	 	Attention: Chief
      Executive Officer
	 	 	 	 
	 	  
      (ii)	With a copy
      to:	Prestige Brands
      Holdings, Inc.
	 	 	 	90 North
      Broadway
	 	 	 	Irvington, New
      York  10533
	 	 	 	Attention: Legal
      Department
	 	 	 	 


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                         

    
      
        	 	  
      (iii)	To the
      Employee:	David
    Talbert
	 	 	 	7 Farm
  Road
	 	 	 	
                Randolph,
      New Jersey  07869

              


      

                                 

    

    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.

     

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

     

    
      
        	 	PRESTIGE
      BRANDS HOLDINGS, INC.	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Mark
      Pettie	 
	 	 	Name:
      Mark Pettie	 
	 	 	Title:
      Chairman and Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	/s/
      David Talbert 	 
	 	David
      Talbert	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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, Sales 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.