(b) “Change of Control” means (i) any person (as such term is used in Section 13(d) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficialowner” (as determined pursuant to Rule 13d-3 of the Exchange Act), directly or indirectly, ofsecurities of the Company representing more than thirty-five percent (35%) of the aggregate votingpower of the Company’s then outstanding securities; (ii) there has been a merger or equivalentcombination involving the Company after which forty-nine percent (49%) or more of the voting stockof the surviving corporation is held by persons other than former shareholders of the Company;(iii) individuals who were members of the Board of Directors of the Company as of the date hereofcease for any reason to constitute at least a majority thereof; or (iv) the Company sells ordisposes of all or substantially all of its assets.     (c) “Company Financing” means an issuance, sale or placement, through a rights offeror otherwise, of the equity, equity-linked or debt securities, instruments or obligations of theCompany or any loan or other financing with one or more lenders and/or investors, but excludingextensions, renewals, increases or amendments of existing financing.     (d) “Sale of the Company” means the disposition of the Company or any significantportion of its equity securities, assets or businesses to one or more third parties and/or acombination of the business(es) of the Company with the business(es) of one or more third parties,in either case, in one transaction or a series or combination of transactions, other than in theordinary course of business, including, without limitation, through a sale, purchase or exchange ofcapital stock, assets, brands (including, without limitation, brands which account for twentypercent (20%) or more of the Company’s volume or revenue, either globally or in the United States,during the twelve calendar months preceding such sale, purchase or exchange, or a merger,consolidation or other business combination, an exchange or tender offer, a recapitalization, areorganization partnership or similar entity, or any similar transaction.     3. PAYMENT CONDITIONS. The Retention Payment shall be made in immediately available fundsdenominated in US Dollars at the address of Holder, or such other place as Holder shall designatein writing to Company.     4. NO WAIVER. The acceptance by Employee of any partial Retention Payment or any other amountunder this Agreement which is less than the payment in full of all amounts due and payable shallnot (i) constitute a waiver of or impair, reduce, release or extinguish any right, remedy orrecourse of Employee, or nullify any prior exercise of any such right, remedy or recourse, or (ii)impair, reduce, release or extinguish the obligations of any party as originally provided herein.     5. CUMULATIVE REMEDIES. The rights, remedies and recourses of Holder, as provided in thisNote, shall be cumulative and concurrent and may be pursued separately, successively or together asoften as occasion therefore shall arise, at the sole discretion of Holder.     6. GOVERNING LAW. This Note and the rights and obligations of Company and the Employeehereunder shall be governed, construed and interpreted in accordance with the laws of the State ofNew York, without giving effect to principles of conflicts of law.
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     7. SEVERABILITY. If one or more provisions of this Retention Agreement are held to beunenforceable under applicable law, Employee and Company agree to renegotiate such provision ingood faith, in order to maintain the economic position enjoyed by each party as close as possibleto that under the provision rendered unenforceable. In the event that the parties cannot reach amutually agreeable and enforceable replacement for such provision, then (i) such provision shall beexcluded from this Retention Agreement, (ii) the balance of this Retention Agreement shall beinterpreted as if such provision were so excluded and (iii) the balance of this Retention Agreementshall be enforceable in accordance with its terms.     8. INTERPRETATION. The headings in this Retention Agreement are included only for convenienceand shall not affect the meaning or interpretation of this Retention Agreement. The words “herein”and “hereof” and other words of similar import refer to this Retention Agreement as a whole and notto any particular part of this Note.     9. NOTICES. Any notice required or permitted by this Retention Agreement shall be in writingand shall be deemed sufficient upon receipt, when delivered personally or by courier, overnightdelivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail ascertified or registered mail with postage prepaid, if such notice is addressed to the party to benotified at such party’s address or facsimile number as set forth below or as subsequently modifiedby written notice.     10. ENFORCEABILITY. This Retention Agreement shall be binding upon and inure to the benefitof both parties hereto and their respective successors and assigns. If any provision of thisRetention Agreement shall be held to be invalid or unenforceable, in whole or in part, neither thevalidity nor the enforceability of the remainder hereof shall in any way be affected.     11. AMENDMENT AND WAIVERS. Any term of this Retention Agreement may be amended or waived onlywith the written consent of the Employee and the Company.[Remainder of Page Intentionally Left Blank]
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     IN WITNESS WHEREOF, the undersigned has executed this Retention Agreement as of the date firstwritten above.      CASTLE BRANDS INC.