EX-10.1






EXHIBIT 10.1




THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT




THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made as of February 26, 2010 (this
"Agreement”), by and between Castle Brands Inc., a Florida corporation, its subsidiaries
and affiliates (the “Company”), and Mark Andrews (the “Chairman”), an individual
residing at [address];



In consideration of the mutual covenants set forth in this Agreement, the parties hereto
agree, effective as of February 26, 2010, as follows:



AGREEMENT:




1. Employment. Subject to the terms of this Agreement, the Company agrees to continue
to employ Chairman, and Chairman agrees to accept such continued employment, as the non-executive
Chairman of the Board of Directors of Castle Brands Inc. As such, Chairman will have
responsibility for such job-related duties as shall be mutually agreed to from time to time by the
Chairman on the one hand and the President and the Board of Directors of the Company on the other.



2. Performance of Services. Chairman shall devote such business time, attention,
skill and efforts to the performance of his duties under this Agreement as shall reasonably be
necessary to carry out his duties hereunder, but shall be free to engage in such other business or
occupation during the period of his employment as he may choose; provided, however,
that no such activity conflicts with the interests of the Company or interferes with the proper and
efficient performance of his duties for the Company. Notwithstanding the foregoing, nothing herein
shall preclude Chairman from (i) serving as a member of the board of directors or advisory boards
(or their equivalents in the case of a non-corporate entity) or employee of for-profit companies
(other than competitors of the Company) or charitable organizations, (ii) engaging in charitable
activities and community affairs and (iii) managing personal and/or family investments and affairs;
provided, however, that the activities set out in clauses (i), (ii) and (iii) shall
be limited by Chairman so as not to materially interfere or conflict, individually, or in the
aggregate, with the performance of his duties and responsibilities hereunder.



3. Term. Chairman will be employed for a term commencing on the date hereof and
ending on May 1, 2012 (the “Term”), unless his employment is terminated prior to the
expiration of the Term pursuant to Section 6 hereof.



4. Compensation. During the Term of this Agreement the Company agrees to pay to
Chairman:



(a) Salary. A salary (the “Base Salary”) at the rate of $100,000 per year,
payable in accordance with the Company’s standard payroll practices as in effect from time to time.
Such Base Salary may be increased (but not decreased) on the basis of periodic reviews, in the
sole discretion of the Compensation Committee of the Board of Directors of the Company.



(b) Stock Option Grants. Chairman shall be eligible to receive such options to
purchase Common Stock of the Company as may be granted from time to time by the Compensation
Committee of the Board of Directors of the Company.



(c) Incentive Bonus. The Chairman shall be eligible to receive an incentive bonus, to
be determined in the sole discretion of the Compensation Committee of the Board of Directors of the
Company.



(d) Other Benefits. Chairman will be entitled to participate, to the extent he is
eligible under the terms and conditions thereof, in all profit-sharing, hospitalization, insurance,
medical, disability, or other fringe benefit plans generally available to other employees of the
Company.



(e) Compliance with Company Policies. The Chairman shall substantially comply with
all Company practices, policies and procedures of which he shall have notice (including the
Company’s expense policies) as in effect from time to time.



5. Expenses. The Company will reimburse Chairman for all expenses reasonably incurred
by him in connection with the performance of his duties hereunder and the business of the Company
and affiliates, upon the submission to the Company of appropriate invoices therefor in accordance
with the Company’s policies and procedures as in effect from time to time for Company employees.



6. Termination.



(a) Termination by the Company. The Company may terminate the employment of Chairman
hereunder at any time. Notice of any such termination must be in writing and will be effective
thirty (30) days following receipt by Chairman. In the event that the employment of Chairman is
terminated pursuant to this clause (a), the Company will pay to Chairman the amount of all accrued
but unpaid Base Salary to the date of such termination, in accordance with the standard payroll
practices of the Company as in effect from time to time.



(b) Termination by Chairman. Chairman may terminate his employment hereunder at any
time. Notice of any such termination must be in writing and will be effective thirty (30) days
after receipt by the Company. In the event that Chairman terminates employment pursuant to this
clause (b), the Company will pay to Chairman the amount of all accrued but unpaid Base Salary to
the date of such termination.



(c) Termination Upon Death. This Agreement will terminate automatically on the death
of Chairman. In the event that the employment of Chairman is terminated pursuant to this clause
(c), the Company will pay to the representative of Chairman the amount of all accrued but unpaid
Base Salary to the date of such termination.



7. Confidentiality.



(a) Chairman will not, at any time following the date of this Agreement, and regardless of
whether Chairman continues to be employed by the Company, and if Chairman’s employment has been
terminated, regardless of the manner, reason, time or cause thereof, directly or indirectly reveal,
report, publish, disclose, transfer or furnish to any person not entitled to receive the same, any
material Proprietary Information (as hereinafter defined). The term “Proprietary
Information” means any material information which at the time or times concerns or relates to
any aspect of any business that the Company or its subsidiaries are involved in or actively
contemplating (the “Business”) and which is confidential and proprietary to the Business.
Proprietary Information includes items, materials and information concerning the following:
marketing plans or strategies; budgets; designs; intellectual property and trade secrets; and
product plans. Notwithstanding the foregoing, “Proprietary Information” does not include any
information to the extent it becomes generally known to persons engaged in businesses similar to
the Business through no fault of Chairman or any information which Chairman is required to disclose
as a result of a subpoena or other legal process.



(b) Upon termination of Chairman’s employment with the Company, Chairman (or his personal
representative) must deliver to the Company whatever property described in this Section 7, which is
in his possession or control, as the Company may request.



8. Representations and Warranties. Chairman represents and warrants to the Company
that he is not a party to any prior employment agreement or other agreement which restricts,
interferes with or impairs, or which might be claimed to restrict, interfere with or impair, in any
way, Chairman’s use of any information or Chairman’s execution or performance of this Agreement.



9. Discoveries and Improvements. Chairman acknowledges and agrees that all
inventions, discoveries, and improvements, whether patentable or unpatentable, made, devised, or
discovered by Chairman, whether by himself, or jointly with others, from the date hereof until the
expiration of the Term hereof, reasonably deemed to be directly related to the Business, will be
promptly disclosed in writing to the President (or such other officer as the President may
designate) of the Company and will be the sole and exclusive property of the Company. Chairman
agrees to execute any assignments to the Company or its nominee of his entire right, title, and
interest in and to any such inventions, discoveries, and improvements and to execute any other
instruments and documents requisite or desirable in applying for and obtaining patents, copyrights
or trademarks at the cost of the Company, with respect thereto in the United States and in all
foreign countries, that may be requested by the Company. Chairman further agrees, whether or not
in the employ of the Company, to cooperate to the extent and in the manner requested by the Company
in the prosecution or defense of any patent, trademark or copyright claims or any litigation or
other proceeding involving any inventions, trade secrets, processes, discoveries, or improvements
covered by this Agreement, but all expenses thereof will be paid by the Company.



10. Restrictive Covenants.



(a) Chairman acknowledges and agrees that his position with the Business places him in a
position of confidence and trust with respect to Proprietary Information. Chairman consequently
agrees that it is reasonable and necessary for the protection of the goodwill of the Business that
Chairman make the covenants contained herein. Accordingly, Chairman agrees that during the Term of
this Agreement and for a period of twelve (12) months after the date of termination of Chairman’s
employment hereunder for any reason Chairman will not, without the prior written consent of the
Company, (i) employ, solicit or encourage to leave the employ of the Company, or to become employed
by any person other than the Company, any employee of the Company, or (ii) persuade or attempt to
persuade any customer of the Company as of the date of the termination of Chairman’s employment, to
cease doing business with, or to reduce the amount of business it does with, the Company or solicit
the business of any of the Company’s customers as of the date of the termination of Chairman’s
employment hereunder with respect to any product or service which competes with the products and
services of the Company as of the date of termination of Chairman’s employment. As used in this
Section 10, the term Company includes the Company and its subsidiaries.



(b) Chairman has carefully considered the nature and extent of the restrictions upon him and
the rights and remedies conferred upon the Company under Sections 10 and 11 of this Agreement and
hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to
avoid competition which otherwise would be unfair to the Company, do not stifle the inherent skill
and experience of Chairman, would not operate as a bar to Chairman’s sole means of support, are
required to protect the legitimate interests of the Company and do not confer a benefit upon the
Company disproportionate to the benefit otherwise afforded him by this Agreement.



11. Certain Remedies. The parties hereto acknowledge that in the event of a breach or
a threatened breach by Chairman of any of his obligations under Sections 7, 9 or 10 of this
Agreement the Company will not have an adequate remedy at law. Accordingly, in the event of any
such breach or threatened breach by Chairman, the Company will be entitled to such equitable and
injunctive relief as may be available to restrain Chairman and any business, firm, partnership,
individual, corporation or entity participating in such breach or threatened breach from the
violation of the provisions hereof, and nothing herein will be construed as prohibiting the Company
from pursuing any other remedies available at law or in equity for such breach or threatened
breach, including the recovery of damages.



12. Notices. All notices hereunder must be in writing and addressed to the Secretary
of the Company at 122 East 42nd Street, Suite 4700, New York, NY 10168 and to Chairman
at the address listed above. Each such address for notice may be changed by notice of such change
given to the other party hereto. All such notices will be effective upon receipt.



13. Entire Agreement. This Agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous
agreements, whether written or oral, of the parties hereto or affiliate relating to the subject
matter hereof. No amendment, waiver or modification hereof will be valid or binding unless made in
writing and signed by the parties hereto (in the case of an amendment or modification) or by the
party against whom enforcement is sought (in the case of a waiver).



14. Governing Law; Arbitration. This Agreement will be governed, interpreted and
construed according to the internal laws of the State of New York without regard to conflict of
laws principles. Any controversy or claim arising out of, or relating to, this Agreement or the
breach thereof, must be promptly settled by arbitration by a panel of three arbitrators in New
York, New York, in accordance with the Commercial Rules then obtaining of the American Arbitration
Association, and judgment upon the award rendered may be entered in any court having jurisdiction
thereof It is expressly understood that the arbitrator will have the authority to grant legal and
equitable relief, including both temporary restraints and preliminary injunctive relief to the same
extent as could a court of competent jurisdiction, and that the arbitrator is empowered to order
either side to fully cooperate in promptly resolving any controversies or claims under this
Agreement. Notwithstanding the foregoing, in the event of a breach or threatened breach by
Chairman of any provision of Section 7, 9 or 10 of this Agreement, the Company will be entitled to
seek an injunction from any court of competent jurisdiction and Chairman hereby submits to the
personal jurisdiction of any such court.



15. Severability. Should any part of this Agreement be held or declared to be void or
illegal for any reason by an arbitrator or court of competent jurisdiction, such provision will be
ineffective, but all other parts of this Agreement which can be effected without such illegal part
will nevertheless remain in full force and effect.



16. Headings. The Section headings contained in this Agreement are for reference
purposes only and will not affect the meaning or interpretation of this Agreement.



17. Withholding. Anything to the contrary notwithstanding, all payments required to
be made by the Company hereunder to Chairman will be subject to withholding of such amounts
relating to taxes as the Company may reasonably determine it should withhold pursuant to any
applicable law or regulation.



18. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original, but all of which will collectively constitute a single
original.



19. No Reliance; Opportunity to Consult with Counsel. The parties hereto each
represent to the other that in executing this Agreement each does not rely upon, and has not relied
upon, any representation or statement not set forth herein with regard to the subject matter, basis
or effect of this Agreement or otherwise. Chairman acknowledges that he has had an opportunity to
consult with an attorney of his choice prior to executing this Agreement.



20. No Assignment. Neither this Agreement nor the right to receive any payments
hereunder may be assigned by Chairman except as provided for herein. This Agreement will be
binding upon Chairman, his heirs, executors and administrators and upon the Company, its successors
and assigns.



21. Entire Agreement. This Agreement, together with any agreements executed by the
Company and Chairman in respect of awards under any equity, benefit or welfare plan, constitutes
the entire understanding and agreement of the parties hereto regarding the employment of Chairman.
This Agreement supersedes all prior negotiations, discussions, correspondence, communications,
understandings and agreements between the parties relating to the subject matter of this Agreement,
including, without limitation, that certain Second Amended and Restated Employment Agreement, dated
as of November 13, 2007, as previously amended, by and between the Company and Chairman.



22. Survival. The provisions of Sections 6, 7, 9, 10, 11, 14, 15, 17, 20, 21 and this
Section will survive the termination or expiration of this Agreement.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 
	Castle Brands Inc.

	 	Chairman
	By:/s/ Richard J. Lampen

	 	By:/s/ Mark Andrews
	 

	 	 
	Name: Richard J. Lampen

Title: President and Chief Executive Officer

	 	Name: Mark Andrews