Exhibit 10.4   





EMPLOYMENT AGREEMENT 




        This
Agreement, between Bradley Pharmaceuticals, Inc., a Delaware corporation with principal
executive offices located at 383 Route 46 West, Fairfield, New Jersey 07004 (the “Company”),
and Alan Goldstein (“Employee”), is made and entered into as of this 6th day of
December, 2005 (the “Effective Date”). 




R E C I T A L S  




        WHEREAS,
the Company believes that Employee has been an integral part of the Company’s
management team and is and will continue to be integral to the continued implementation
of the Company’s business plan and execution of its growth strategy; and 




        WHEREAS,
as a result of Employee’s extensive knowledge and acumen regarding the business,
affairs and operations of the Company, the Company desires assurance of the continued
association and services of Employee in order to benefit from Employee’s experience,
skills, abilities, background and knowledge, and the Company is willing to engage Employee’s
services on the terms and conditions set forth in this Agreement; and 




        WHEREAS,
Employee desires to continue to render services to the Company and to remain in the
employ of the Company, and is willing to accept continued employment from the Company on
the terms and conditions set forth in this Agreement; and 




        WHEREAS,
the Company and Employee wish to enter into a written Employment Agreement to supersede
all other written and oral understandings and agreements regarding Employee’s
employment with the Company. 




        NOW,
THEREFORE, based on the foregoing recitals and in consideration of the commitments set
forth below, Employee and the Company agree as follows: 



        1.
Position, Duties, Responsibilities  



	  	        1.1.
Position. Employee is hereby employed by the Company as the Company’s Vice
President, Corporate Development effective at the Effective Date, reporting directly to
the Company’s Chief Executive Officer. Employee shall accept such duties and
responsibilities as may be delegated, from time to time, by the Chief Executive Officer,
including serving as an officer and/ or director of the Company’s subsidiaries or
affiliates; provided that such duties and responsibilities are consistent with the duties
and responsibilities customarily assigned to an officer of similar title of a company
similar to the Company. Employee shall devote his full energies, interest, abilities and
business time to the proper, efficient, diligent and faithful performance of these duties. 







	  	        1.2.
       Other Activities. Without the prior written
      consent of the Company’s Board of Directors, Employee shall not during
      the Term (as hereinafter defined) of this Agreement  







 
	 	
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engage or participate, directly or
indirectly, as an employee, director, consultant, investor or otherwise, in any business,
trade or occupation, or company, other than as an investor in a company whose securities
are quoted or traded on a nationally recognized exchange, provided Employee holds not
more than five per cent (5%) in aggregate of any class of shares, debentures or other
securities or not more than five per cent (5%) of the economic value of the company.
Nothing herein shall require Employee to dispose of any securities currently held.
Employee may serve in any capacity with any civic, educational or charitable
organization, or any governmental entity or trade association, without seeking or
obtaining the Company’s approval, provided such activities and services do not
materially interfere or conflict with the performance of his duties under this Agreement.
Nothing herein shall limit any applicable restrictions under the Company’s Corporate
Governance Guidelines or other codes of conduct from time to time in effect. 



	  	        1.3.
Proprietary Information. Employee recognizes that his employment with the Company will
involve contact with proprietary and other information of substantial value to the
Company which is not generally known in the trade or available in the public domain and
which gives the Company an advantage over its competitors who do not know or use such
proprietary or other information (collectively, “the Company Confidential Information”).
As a condition to the employment by the Company of Employee hereunder, Employee agrees to
sign and return a copy of the Company’s Confidentiality Agreement attached hereto as
Exhibit A. In addition, to the extent any of the Company Confidential Information or
inventions, innovations, improvements, processes or other proprietary information is
created, authored or conceived by Employee (whether alone or with others) during the
course of his employment with the Company (collectively, “Works”), (a) Employee
will promptly disclose full details of all such Works to the Company, (b) Employee shall
cause all such Works to vest solely legally and beneficially in the Company immediately
without any payment to Employee, (c) Employee hereby assigns to the Company all of
Employee’s right, title and interest in the Works, (d) Employee hereby irrevocably
authorizes the Company to be his attorney-in-fact, and to make use of his name and to
sign and execute, any documents and/ or perform any act on his behalf, for the purpose of
giving the Company full benefit of this Section 1.3 and, where permissible, to obtain
patent or other protection in respect of any of the Works in the name of the Company or
the Company’s nominee and (e) Employee, both during his employment under this
Agreement and thereafter, at the request and expense of the Company, will promptly do all
things and execute all documents reasonably necessary to obtain and/ or maintain patent
or other protection in respect of any Works in any part of the world and to vest such
rights in and to any Works in the name of the Company or the Company’s nominee. 







	  	        1.4.
Covenant Not to Compete. Employee agrees that for a period of twelve (12) months
immediately following the Term of this Agreement, Employee shall not directly or
indirectly for his own benefit or the benefit of others: 







	 	                           (a)  	  	render
services as an employee, officer,                                     agent, broker,
consultant, partner or                                     independent contractor for, or
be an owner                                     or stockholder of, a competing
organization                                     in connection with competing products,
                                    including but not limited to organizations
                                    engaged in the provision of dermatology,
                                    podiatry and gastroenterology pharmaceutical
                                    products; provided, however, that Employee
                                    may own five percent (5%) or less of the
                                    equity securities of any publicly-traded
                                    company; 








 
	 	
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	 	                           (b)  	  	hire
or seek to persuade any employee of the                                     Company to
discontinue employment or to                                     become employed in a
competing organization                                     or seek to persuade any
independent                                     contractor or supplier to discontinue or
                                    limit its relationship with the Company; and 






	 	                           (c)  	  	solicit,
direct, take away or attempt to                                     take away any
business or customers of the                                     Company that existed or
did business with                                     the Company at the time of
termination of                                     Employee’s employment hereunder
or                                     within six (6) months prior thereto; 






provided, however, that such
restrictions shall not apply if Employee’s employment hereunder is terminated
without Cause (as defined below) or Employee terminates his employment hereunder for Good
Reason (as defined below), regardless of whether a Change of Control (as defined below)
has occurred. 





	  	        Employee
acknowledges that there are no additional compensation payments due him for the
non-competition restrictions set forth in this Section 1.4. 







        2.
Compensation of Employee  



	  	        2.1.
Salary. In consideration of the services to be rendered by Employee under the terms of
this Agreement, the Company shall pay Employee an annual salary of $235,000, subject to
standard deductions and withholdings, payable in regular periodic payments in accordance
with the Company’s policies. The Board of Directors and Compensation Committee of
the Company will review Employee’s salary not less frequently than annually (with
the first review to occur in April 2006) and, in its discretion, may increase, but not
decrease, Employee’s annual salary hereunder. 







	  	        2.2.
Stock Options. Subject to approval by the Board of Directors and Compensation Committee
of the Company, Employee shall be entitled to receive, from time to time during the Term,
such options to purchase shares of the Company’s common stock and other similar
securities of the Company on such terms and conditions as the Board of Directors and
Compensation Committee of the Company may establish. 







	  	        2.3.
Benefits and Perquisites. Employee shall be eligible to participate in all of the Company’s
bonus, health, welfare, savings and other benefit and fringe benefit plans, including,
without limitation, the Company’s EVA Bonus Plan, 401(k) Savings Plan, health,
dental and eye insurance plans, life insurance plans and long-term disability plans, in
which senior executives of the Company are generally entitled to participate, subject, at
all times, to the terms and conditions of such plans. In addition, Employee shall receive
such other perquisites and benefits, including a leased automobile, gasoline credit card
and paid vacation days, as the Company generally makes available to its senior executives. 







	  	        2.4.
Expense Reimbursement. The Company shall promptly reimburse Employee for all reasonable
and necessary business and entertainment expenses incurred by Employee in connection with
his performance of his duties hereunder in accordance with the Company’s usual
reimbursement policies and procedures in effect from time to time. In addition, 








 
	 	
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the Company will pay all reasonable
out-of-pocket attorneys’ fees incurred by Employee in connection with the
negotiation of this Agreement and any matters arising out of or relating to any dispute
hereunder that Employee has brought in good faith, subject to any limitations imposed
under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance
issued thereunder (“Section 409A of the Code”). 



        3.
Term  



	  	        Employee’s
employment under this Agreement shall commence as of the Effective Date and shall
continue until the third anniversary thereof (the “Expiration Date”), unless
sooner terminated by the Company or Employee in accordance with this Agreement (the “Term”);
provided, however, that this Agreement shall renew automatically for an additional term
of one (1) year on the Expiration Date and each anniversary of the Expiration Date unless
the Company or Employee gives written notice to the other to the contrary at least 90
days prior thereto. References herein to “Term” shall include any automatic
extensions pursuant to the preceding sentence. 









        4.
Termination of Employment  



	  	        4.1.
Termination by the Company for Cause. The Company may terminate Employee’s
employment hereunder for “Cause” (as defined below), provided that the Company
has complied with the provisions of this Section 4.1. For purposes of this Agreement,
“Cause” shall mean any of the following: 







	 	                           (a)  	  	Employee’s
conviction for any felony; 








	 	                           (b)  	  	Employee’s
deliberate and continual                                     refusal to perform
satisfactorily employment                                     duties reasonably requested
by the Company                                     as provided herein after thirty (30)
                                    days’ written notice by certified mail
                                    of such failure, specifying that the failure
                                    constitutes Cause and the particulars of the
                                    failure (other than as a result of vacation,
                                    sickness, illness or injury); 








	 	                           (c)  	  	Employee’s
commission of fraud or                                     embezzlement determined in
accordance with                                     the Company’s normal, internal
                                    investigative procedures consistently
                                    applied in comparable situations; 








	 	                           (d)  	  	Employee’s
gross misconduct or gross                                     negligence having a
substantial adverse                                     effect on the Company’s
business; or 








	 	                           (e)  	  	Employee’s
material breach of this                                     Agreement. 








	  	        The
Company shall provide Employee notice of such termination in accordance with Section 13
hereof. 









 
	 	
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	  	        Employee
shall be considered to have been terminated for “Cause” if the Company in good
faith determines Employee engaged in an act constituting “Cause,” regardless of
whether Employee voluntarily terminates his employment or is terminated involuntarily. 









	  	        If
the Company terminates Employee’s employment for Cause, Employee shall be entitled
to a lump sum cash payment, payable within ten (10) business days after the date of
termination of Employee’s employment for Cause, equal to the sum of (i) any accrued
but unpaid salary as of the date of such termination, (ii) any accrued but unpaid annual
cash bonus payable under the Company’s EVA Bonus Program for any annual period ended
prior to the date of such termination, and (iii) all expenses incurred for which
documentation has been or will be provided in accordance with the Company’s policies
but not yet reimbursed. In the event of the termination of Employee’s employment for
Cause, Employee’s stock options and any other equity awards based on the Company’s
securities, such as restricted stock, restricted stock units, stock appreciation rights,
performance units, etc. shall, to the extent then vested and exercisable, remain vested
and exercisable in accordance with their terms, and any such unvested awards shall be
immediately forfeited and/or cancelled. 









	  	        4.2.
Termination by the Company Without Cause. The Company may terminate Employee’s
employment without Cause, which termination shall be effective upon Employee’s
receipt of written notice of the same in accordance with this Agreement. Upon any
termination of Employee’s employment by the Company without Cause pursuant to this
Section 4.2, Employee shall be entitled to: 







	 	                           (a)  	  	a
lump sum cash payment, payable within ten                                     (10)
business days after the date of                                     termination of
Employee’s employment                                     equal to the sum of: (i)
any accrued but                                     unpaid salary as of the date of such
                                    termination; (ii) any accrued but unpaid
                                    annual cash bonus payable under the
                                    Company’s EVA Bonus Program for any
                                    annual period ended prior to the date of
                                    such termination; and (iii) all expenses
                                    incurred for which documentation has been or
                                    will be provided in accordance with the
                                    Company’s policies but not yet
                                    reimbursed; 








	 	                           (b)  	  	a
lump sum cash payment, payable within ten                                     (10)
business days of the date that is six                                     (6) months
following the date of termination                                     (or, if Employee is
not considered a                                     “key employee” within the
meaning                                     of Section 409A of the Code at the time of
                                    termination, the date Employee’s
                                    employment terminates), equal to the amount
                                    payable under the Company’s EVA Bonus
                                    Program for the annual period in which such
                                    termination occurs, as if the
                                    Employee’s employment had not been
                                    terminated, prorated through the date of
                                    such termination; 








	 	                           (c)  	  	continuation
of all perquisites and other                                     Company-related benefits
to which Employee                                     was entitled as of the date of his
                                    termination, including, but not limited to,
                                    those set forth in Section 2.3 above,
                                    through the end of the second calendar year
                                    following the year in which Employee’s
                                    employment terminates, if and to the extent
                                    the  







 
	 	
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provision
of such perquisites or                                     benefits complies with Section
409A of the                                     Code; 








	 	                           (d)  	  	immediate
vesting of all of Employee’s                                     stock options,
warrants and any other equity                                     awards based on Employer’s
securities,                                     such as restricted stock, restricted
stock                                     units, stock appreciation rights,
                                    performance units, etc., all of which shall
                                    remain exercisable in accordance with the
                                    original terms on the date of grant, or, if
                                    later, the maximum date stock rights may be
                                    extended under Section 409A of the Code; 








	 	                           (e)  	  	continued
participation in, and continuation                                     by the Company of
the payment of the                                     relevant premiums applicable to,
the life                                     insurance and health, welfare and medical
                                    insurance plans described in Section 2.3 or
                                    comparable plans at the Company’s
                                    expense (subject to the terms of the
                                    applicable plans) through the end of the
                                    second calendar year following the year in
                                    which Employee’s employment terminates,
                                    if and to the extent the provision of
                                    continued participation and payments of
                                    premiums complies with Section 409A of the
                                    Code; 








	 	                           (f)  	  	continued
participation, through the end of                                     the second calendar
year following the year                                     in which Employee’s
employment                                     terminates, of Employee and each of his
                                    dependents in all other Company-sponsored
                                    health, welfare and benefit plans or
                                    comparable plans at the Company’s
                                    expense (subject to the terms of the
                                    applicable plans) at the benefit levels in
                                    effect from time to time and with COBRA
                                    benefits commencing thereafter, if and to
                                    the extent the provision of continued
                                    benefits and benefit levels complies with
                                    Section 409A of the Code and any other
                                    applicable laws and regulations. 








	  	        In
addition to the foregoing payments and continuation of benefits, the Company shall pay
Employee a lump sum cash payment, payable within ten (10) business days of the date that
is six (6) months following the date of termination of Employee’s employment (or, if
Employee is not considered a “key employee” within the meaning of Section 409A
of the Code at the time of termination, the date Employee’s employment terminates),
an amount equal to the product of (I) two multiplied by (II) the sum of (1) Employee’s
then current annual salary pursuant to Section 2.1 and (2) the average amount paid to
Employee under the Company’s EVA Bonus Program with respect to the most recent three
calendar years (or such shorter period to coincide with Employee’s years of
employment with the Company prior to the end of the preceding calendar year). 







	  	        Notwithstanding
anything in this Agreement to the contrary, if at the time of termination, Employee is a
“specified employee” or “key employee” who has experienced a “separation
from service,” each within the meaning of Section 409A of the Code, no payments or
benefits pursuant to this Agreement that are considered “deferred compensation” subject
to Section 409A of the Code shall be made prior to the date that is six (6) months after
the date of  








 
	 	
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“separation from service” (or,
if earlier, Employee’s date of death), except as otherwise provided in the Code,
Section 409A of the Code or any regulations promulgated thereunder. In such event, the
payments subject to the six (6) month delay will be paid in a lump sum on the earliest
permissible payment date. 




	  	        4.3.
Termination by Employee for Good Reason. Employee may terminate his employment hereunder
for “Good Reason.” For purposes of this Agreement, “Good Reason”shall
mean, without Employee’s consent, the occurrence of any of the following
circumstances unless such circumstances are fully corrected prior to the expiration of
the thirty (30) day period following receipt by the Company of Employee’s notice of
the existence of circumstances that provide a basis for Employee to terminate his
employment for Good Reason, describing such circumstances in reasonable detail: 







	 	                           (a)  	  	a
substantial diminution or unreasonable                                     increase in
Employee’s duties,                                     responsibilities or
authority, taken as a                                     whole (except during periods
when Employee                                     is unable to perform all or
substantially                                     all of Employee’s duties or
                                    responsibilities as a result of
                                    Employee’s physical or mental
                                    incapacity); 








	 	                           (b)  	  	a
change in Employee’s principal place                                     of
employment to a location more than 50                                     miles from its
current location; or 








	 	                           (c)  	  	a
material breach of this Agreement by the                                     Company. 








	  	        If
Employee terminates his employment with the Company for Good Reason, subject to the
Company’s right to cure as set forth above, Employee shall be entitled to the same
payments and benefits, at the same times, set forth in Section 4.2 above for a
termination by the Company without Cause. 









	  	        4.4.
Termination by Employee Without Good Reason. Employee shall have the right to terminate
his employment voluntarily hereunder at any time without Good Reason upon 30 days’ written
notice to the Company. Upon any voluntary termination of employment by Employee without
Good Reason pursuant to this Section 4.4, Employee shall be entitled only to such
payments and benefits as those described in Section 4.1 for a termination by the Company
for Cause. 









	  	        4.5
Termination in Connection with a Change in Control. For purposes of this
Agreement, a “Change in Control” shall mean: 









	 	                           (a)  	  	The
 acquisition  by an  individual,  entity or group  (within  the meaning of Section
                                    13(d)(3)  or  14(d)(2)  of the  Securities  Exchange
 Act of  1934,  as  amended  (the                                     “Exchange  Act”))
(a “Person”)  of  beneficial  ownership of any capital  stock of the
                                    Company if, after such acquisition,  such Person
beneficially owns (within the meaning                                     of Rule  13d-3
 promulgated  under the  Exchange  Act) 50% or more of  either  (x) the
                                    then-outstanding  shares of common  stock of the
 Company  (the  “Outstanding  Company                                     Common
 Stock”) or (y)  







 
	 	
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subject
to Section  4.5(d),  the  combined  voting power of the
                                    then-outstanding  securities of the Company entitled
to vote generally in the election                                     of directors (the
“Outstanding Company Voting Securities”);  provided,  however,  that
                                    for purposes of this subsection (a), the following
 acquisitions  shall not constitute                                     a Change of
Control Event:  (A) any acquisition  directly from the Company  (excluding
                                    an  acquisition  pursuant to the  exercise,
 conversion  or  exchange of any  security
                                    exercisable  for,  convertible  into  or
 exchangeable  for  common  stock  or  voting
                                    securities  of the Company,  unless the Person
 exercising,  converting  or exchanging                                     such security
 acquired such security  directly from the Company or an  underwriter or
                                    agent of the Company),  (B) any  acquisition by any
employee  benefit plan (or related                                     trust)  sponsored
or  maintained by the Company or any  corporation  controlled by the
                                    Company, or (C) any acquisition by any corporation
 pursuant to a Business Combination                                     (as defined
 below) which  complies with clauses (x) and (y) of subsection (c) of this
                                    definition; or 








	 	                           (b)  	  	Subject
to Section  4.5(d),  such time as the Continuing  Directors (as defined below)
                                    do not constitute a majority of the Board of
Directors of the Company,  where the term                                     “Continuing
 Director” means at any date a member of the Board (x) who was a member of
                                    the Board on the date hereof or (y) who was
 nominated or elected  subsequent  to such                                     date by at
least a majority of the  directors  who were  Continuing  Directors  at the
                                    time of such  nomination or election or whose
election to the Board was recommended or                                     endorsed by
at least a majority of the directors who were Continuing  Directors at the
                                    time of such nomination or election;  provided,
 however, that there shall be excluded                                     from this
clause (y) any individual  whose initial  assumption of office occurred as a
                                    result of an actual or  threatened  election  contest
 with respect to the election or                                     removal  of
 directors  or other  actual or  threatened  solicitation  of  proxies  or
                                    consents, by or on behalf of a person other than the
Board; or 





	 	  	  	  







	 	                           (c)  	  	The
 consummation  of a merger,  consolidation,  reorganization,  recapitalization  or
                                    share  exchange  involving  the  Company  or a sale
 or  other  disposition  of all or                                     substantially  all
of the assets of the Company (a  “Business  Combination”),  unless,
                                    immediately following such Business Combination,
 each of the following two conditions                                     is satisfied:
 (x) all or  substantially  all of the individuals and entities who were
                                    the beneficial owners of the Outstanding  Company
Common Stock and Outstanding Company                                     Voting
 Securities  immediately prior to such Business  Combination  beneficially own,
                                    directly or indirectly,  more than 50% of the
then-outstanding  shares of common stock                                     and the
combined  voting  power of the  then-outstanding  securities  entitled to vote
                                    generally in the election of  directors,
 respectively,  of the resulting or acquiring 







 
	 	
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corporation
in such Business Combination (which shall include,  without limitation,  a
                                    corporation  which as a result of such  transaction
 owns the Company or substantially                                     all of the  Company’s
 assets  either  directly or through  one or more  subsidiaries)
                                    (such  resulting  or  acquiring  corporation  is
referred to herein as the  “Acquiring                                     Corporation”)
 in  substantially  the  same  proportions  as  their  ownership  of the
                                    Outstanding   Company  Common  Stock  and
 Outstanding   Company  Voting   Securities,
                                    respectively,  immediately  prior  to such  Business
 Combination  and  (y) no  Person                                     (excluding the
Acquiring  Corporation or any employee  benefit plan (or related trust)
                                    maintained or sponsored by the Company or by the
Acquiring  Corporation)  beneficially                                     owns,  directly
or indirectly,  50% or more of the  then-outstanding  shares of common
                                    stock  of  the  Acquiring  Corporation,  or  of  the
 combined  voting  power  of  the                                     then-outstanding
 securities  of such  corporation  entitled to vote  generally in the
                                    election of directors  (except to the extent that
such ownership  existed prior to the                                     Business
Combination). 






	 	                           (d)  	  	During
the period in which Daniel Glassman                                     and his
affiliates own or control a majority                                     of the Company’s
Class B Common Stock                                     entitled to elect the majority
of the                                     Company’s Board of Directors, a
                                    “Change of Control” shall not be
                                    deemed to have occurred if Mr. Glassman and
                                    his affiliates caused, either by their
                                    action or inaction, the circumstances
                                    contemplated in either Sections 4.5(a)(y) or
                                    4.5(b) to occur. 








	  	        If
a Change in Control occurs during the Term, and if, during the Term and within twelve
months after the date on which the Change in Control occurs, Employee’s employment
is terminated by the Company without Cause or by Employee for any reason, then Employee
will be entitled to the payments and benefits, at the same times, described in Section
4.2 for a termination by the Company without Cause. Additionally, immediately prior to a
Change of Control, all outstanding options to purchase the Company’s securities
shall become fully vested. 









	  	        In
addition, to the extent that any payment or distribution of any type to or for Employee
by the Company (which for purposes of this Section 4.5 includes any parent, subsidiary or
affiliate of the Company), whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (including, without limitation, any
accelerated vesting of stock options or other equity awards based on the Company’s
securities granted pursuant to this Agreement or otherwise) (collectively, the “Total
Payments”) is or will be subject to the excise tax (“Excise Tax”) imposed
under Section 4999 of the Code (or any successor to such Section), the Company shall pay
to Employee, prior to the time any Excise Tax is payable with respect to any of such
Total Payments (through withholding or otherwise), an additional amount (a “Gross-Up
Payment”) that, after the imposition of all income, employment, excise and other
taxes, penalties and interest thereon, is equal to the sum of (i) the Excise Tax on such
Total Payments plus (ii) any penalty and interest assessments associated with such Excise
Tax. The determination of whether any portion of the Total Payments is subject to an
Excise Tax and, if so, the amount and time of any Gross-Up Payment pursuant to this
Section 4.5, shall be made by an independent auditor (the 









 
	 	
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“Auditor”) jointly
selected by Employee and the Company and paid by the Company. If Employee and the Company
cannot agree on the firm to serve as the Auditor, then they shall each select an
accounting firm and those two firms shall jointly select the accounting firm to serve as
the Auditor. Unless Employee agrees otherwise in writing, the Auditor shall be a
nationally recognized United States public accounting firm that has not during the two
years preceding the date of its selection, acted in any way on behalf of the Company.
Employee and the Company shall cooperate with each other in connection with any
proceeding or claim relating to the existence or amount of any liability for Excise Tax.
All reasonable expenses relating to any such proceeding or claim (including attorneys’ fees
and other expenses incurred by Employee in connection therewith) shall be paid by the
Company promptly upon demand by Employee, and any such payment shall be subject to a
Gross-Up Payment under this Section 4.5 in the event that Employee is subject to Excise
Tax on it. 





	  	        4.6
Death or Disability. In the event of Employee’s death or “Disability” (as
defined below) during the Term, Employee’s employment shall automatically cease and
terminate as of the date of Employee’s death or the effective date of the Company’s
written notice to Employee of its decision to terminate his employment by reason of his
Disability, as the case may be. In the case of termination of Employee’s employment
by reason of his death, Employee’s estate, or in the case of termination of Employee’s
employment by reason of his Disability, Employee shall be entitled to the same payments
and benefits, as applicable, at the same times, as described in Section 4.2 for a
termination of employment by the Company without Cause; provided, however, for purposes
of this Section 4.6, the multiple referred to in the second paragraph of Section 4.2
shall be one (1). Any vested stock options and other equity awards held by Employee at
the time of his termination of employment due to death or Disability shall remain
exercisable in accordance with the original terms on the date of grant through the
maximum date stock rights may be extended under Section 409A of the Code. Notwithstanding
the foregoing or any provision of Section 4.6, the Company’s obligation to pay
Employee the amounts called for in this Section 4.6 following termination of his
employment by reason of his Disability, shall be subject to offset and shall be reduced
by any and all amounts paid to Employee under any disability insurance policy paid or
provided for by the Company. For purposes of this Agreement, “Disability” shall
mean the inability of Employee to perform substantially all of his duties hereunder for
any period of at least 180 consecutive days by reason of any physical or mental
incapacity, provided that for purposes of any payments made to Employee pursuant to this
Section 4.6, “Disability” shall have the meaning set forth in Section 409A of
the Code or, to the extent applicable, any more restrictive definition under the plan or
policy providing for the benefit in question. 









        5.
No Duty to Mitigate  





	  	        Employee
shall have no obligation to seek other employment or to otherwise mitigate the Company’s
obligations to him arising from the termination of his employment, and no amounts paid or
payable to Employee by the Company hereunder shall be subject to offset for any
remuneration to which Employee may become entitled from any other source after his
employment with the Company terminates, whether attributable to subsequent employment,
self-employment or otherwise. 









 
	 	
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        6.
Termination Obligations  



	  	        Employee
hereby acknowledges and agrees that all books, manuals, records, reports, notes,
software, computer code, contracts, lists, blueprints, and other documents, or materials,
or copies thereof, and equipment (including computers, keys, credit cards, cellular
telephones, etc.) furnished to or prepared by Employee in the course of or incident to
Employee’s employment, belong to the Company and shall be promptly returned to the
Company upon termination of Employee’s employment. 







        7.
Indemnification  





	  	        The
Company shall indemnify Employee and hold him harmless to the fullest extent permitted by
the Company’s charter and by-laws in respect to any and all actions, suits,
proceedings, claims, demands, judgments, losses, damages and reasonable out-of-pockets
costs and expenses (including reasonable out-of-pocket attorney’s fees and expenses)
resulting from Employee’s good faith performance of his duties and obligations with
the Company or as a fiduciary of any benefit plan of the Company. To the extent permitted
by applicable laws, the Company shall, within 30 days of presentation of invoices,
reimburse Employee for all reasonable out-of-pocket legal fees and disbursements
reasonably incurred by Employee in connection with such indemnifiable matter. In
addition, Directors’ and Officers’ insurance coverage for the benefit of
Employee shall cover Employee in respect of acts or omissions committed by Employee in
good faith in the performance of his duties and obligations during his employment
hereunder, whether claims are made during or within the period of six years after the
termination of Employee’s employment hereunder. 









        8.
Entire Agreement  



	  	        The
terms of this Agreement are intended by the parties to be the final and exclusive
expression of their agreement with respect to the subject matter hereof and may not be
contradicted by evidence of any prior or contemporaneous statements or agreements. The
parties further intend that this Agreement shall constitute the complete and exclusive
statement of its terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding involving this Agreement. This
Agreement supersedes any and all prior agreements, written or oral, between Employee and
the Company relating to the subject matter hereof, and all such prior agreements are
hereby terminated and of no further effect. 







        9.
Amendments, Waivers  



	  	        This
Agreement may not be modified, amended, or terminated except by an instrument in writing,
signed by Employee and by a duly authorized representative of the Company other than
Employee. No failure to exercise and no delay in exercising any right, remedy, or power
under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy or power under this Agreement preclude any other or further
exercise thereof, or the exercise of any other right, remedy or power provided herein or
by law or in equity. 










 
	 	
11	 














        10.
Binding Agreement; Assignment  



	  	        This
Agreement shall inure to the benefit of and shall be binding upon the Company, its
successors and assigns and Employee and his heirs and representatives. Neither party may
assign any of its rights or obligations under this Agreement without the prior written
consent of the other party. 







        11.
Severability; Enforcement  



	  	        If
any provision of this Agreement, or the application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and such provisions as applied to
other persons, places, and circumstances shall remain in full force and effect. Such
court shall have the authority to modify or replace the invalid or unenforceable term or
provision with one which most accurately represents the parties’ intention with
respect to the invalid or unenforceable term or provision. 







        12.
Governing Law and Remedies  



	  	        The
validity, interpretation, enforceability, and performance of this Agreement shall be
governed by and construed in accordance with the laws of the State of New Jersey, without
giving effect to New Jersey’s choice of law rules. Employee hereby irrevocably
submits to the jurisdiction of the federal and state courts within New Jersey for the
determination of all disputes, suits or proceedings arising out of or relating to this
Agreement. 







	  	        Employee
acknowledges that a remedy at law for the breach or threatened breach by Employee of the
provisions of Section 1.3 and 1.4 would be inadequate, and that such a breach would cause
irreparable harm to the Company. Employee therefore agrees that the Company shall be
entitled to injunctive relief in case of any such breach or threatened breach. 







        13.
Notices  



	  	        All
notices or demands of any kind required or permitted to be given by the Company or
Employee to the other under this Agreement shall be given in writing, addressed to the
Company at the address set forth in the Preamble to this Agreement and to Employee at his
address as listed on the Company’s payroll and shall be personally delivered,
telecopied or delivered by hand by a nationally recognized courier service guaranteeing
overnight delivery (in each case receipted for), or mailed by certified mail, return
receipt requested, postage prepaid. Any such written notice shall be deemed received when
personally delivered or three (3) business days after its deposit in the United States
mail as specified above. Either party may change its address for notices by giving notice
to the other party in the manner specified in this Section. 







        14.
Representations and Warranties  



	  	        Each
of Employee and the Company represents and warrants that he/it is not restricted or
prohibited, contractually or otherwise, from entering into and performing his/its terms
and covenants contained herein, and that his/its execution and performance of this
Agreement will not violate or breach any other agreement between Employee and the
Company, as the case may be, and any other person or entity. 









 
	 	
12	 















        15.
Section 409A of the Code  



	  	        Employee
and the Company hereby agree that it is the intention that any payments or benefits
provided under this Agreement comply in all respects with Section 409A of the Code, and
this Agreement shall be interpreted accordingly. Employee and the Company hereby agree
that, upon the Company’s initiative or upon Employee’s reasonable request, the
parties will amend this Agreement in accordance with Section 9 solely to the extent
necessary and appropriate to avoid adverse tax consequences pursuant to Section 409A of
the Code. Notwithstanding anything in this Agreement to the contrary, the Company does
not guarantee the tax treatment of any payments or benefits hereunder, including without
limitation pursuant to the Code, federal, state or local laws. 









        16.
Counterparts  



	  	        This
Agreement may be executed in counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument. 








 
	 	
13	 















        IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first above
written. 





	 	  	  	BRADLEY PHARMACEUTICALS,
INC. 

By: /s/ Daniel Glassman

       Name: Daniel Glassman

       Title: President and Chief Executive Officer


       EMPLOYEE


       /s/ Alan Goldstein

       Name: Alan Goldstein







 
	 	
14	 





















Exhibit A   





BRADLEY
PHARMACEUTICALS, INC. 





CONFIDENTIALITY
AGREEMENT 







This Agreement is executed by Alan
Goldstein (“Employee”) and made effective as of this 6th day of December 2005. 




P URPOSE  





Bradley Pharmaceuticals, Inc., a
Delaware corporation with executive offices located at 383 Route 46 West, Fairfield, NJ
07004 (“BDY”), possesses certain information that is considered by it as its
confidential information and trade secrets. Employee is employed as BDY’s Vice
President, Corporate Development and, in such capacity, has been privy to, and will
continue to become privy to, confidential information and trade secrets of BDY. Employee
hereby agrees that all such confidential information of BDY shall be maintained by
Employee and protected in accordance with this Agreement. 




T ERMS  






	1.  	  	“Confidential
Information” shall mean all information and materials relating to BDY, whether in
written, oral, visual, electronic or other form and which are designated as
confidential or which, under the circumstances taken as a whole, reasonably
would be understood to be confidential, including, but not limited to, the
following: (1) discoveries, inventions, unpublished works, research or
manufacturing methods, formulae and data; (2) the specifications, composition,
requirements, designs, programming and performance characteristics for
instruments, software or other products and services; (3) business,
technical and economic information, product pricing and sales information,
marketing plans and forecasts, the existence or terms of this Agreement
or agreements between the parties and other parties, commercialization
and research and marketing methods or strategies; (4) yet to be filed or pending patent
or trademark applications; (5) other trade secrets and know-how; and (6)
other data and materials relating to the subject matter of this Agreement.
Confidential Information shall also include all notes, reports, analyses,
forecasts, compilations, studies, interpretations or other documents and materials
prepared by Employee to the extent the same contain or reflect BDY Confidential
Information. Information shall not be considered Confidential Information to
the extent that such information is demonstrated by Employee, through clear
and convincing written evidence:  






	 	(a)  	  	To
have been in his possession prior to his                            employment by BDY; 






	 	(b)  	  	To
have been generally and publicly known at the time                            of
disclosure or thereafter through no fault of                            Employee or any
other party under any agreement of                            confidentiality to BDY; or 








 
	 	 
	 













	 	                  (c)  	  	To
have been furnished to Employee by a third party,                            provided
such third party had the legal right to                            disclose such
Confidential Information. 







	  	
Employee
acknowledges and agrees that all Confidential Information is          of important
commercial and competitive value to BDY. 









	2.  	  	Employee
shall protect the Confidential Information from unauthorized          use, access,
duplication or further disclosure. In protecting such          disclosed Confidential
Information, Employee shall take, for example,          but not by way of limitation, the
following measures to: 









	 	                  (a)  	  	Prevent
the access, transfer or disclosure of the                            Confidential
Information by or to any other person or                            entity other than
those employees and agents of BDY                            who have a “need to know” such
Confidential                            Information; 








	 	                  (b)  	  	Other
than in the ordinary course of business,                            prevent any
reproduction of the Confidential                            Information in any form,
tangible, electronic or                            otherwise; and 









	 	                  (c)  	  	Upon
termination of Employee’s employment with                            BDY, promptly,
but in any event within five (5)                            business days, destroy or
return to BDY all                            Confidential Information and any work
product                            containing, summarizing or based upon such
                           Confidential Information and all copies thereof, in
                           any form, tangible, electronic or otherwise. Employee
                           shall promptly give BDY written certification of his
                           destruction or return of all Confidential Information
                           as contemplated by this paragraph. 






	3.  	  	Nothing
in this Agreement shall be deemed to grant from BDY to Employee          a license,
expressly or by implication, under any patent or patent          application, copyright,
trademark, trade secret or other proprietary          right owned or controlled by BDY. 









	4.  	  	All
Confidential Information (including all copies thereof) shall at          all times
remain the sole property of BDY. Employee shall have no          intellectual property
rights in the Confidential Information and, in          furtherance thereof, Employee
hereby assigns to BDY all rights to any          intellectual property that he invents as
a result, directly or          indirectly, of his employment by BDY or the disclosure to
him of          Confidential Information. This Agreement shall remain in effect for
         seven (7) years following the date all Confidential Information is
         removed (by destruction or return to BDY) from the possession of
         Employee. 








	5.  	  	Employee
shall not remove any proprietary, copyright, trade secret or          other legend from
any form of any Confidential Information, and shall          promptly comply with any
written request from BDY to add to or modify          any such legend as BDY may deem
necessary to protect its intellectual          property rights. 








 
	 	 
	 
















	6.  	  	Employee
agrees that a breach or threatened breach by him of this          Agreement will result
in irreparable and material damages to BDY that          cannot be adequately addressed
by monetary or other damages.          Accordingly, Employee agrees that in addition to
other remedies          available at law or otherwise, BDY may obtain an injunction or
other          equitable remedy, without bond or requirement for proof of actual or
         likely damages, in any court of competent jurisdiction, in the event of
         such breach or threatened breach by Employee to strictly enforce this
         Agreement. 








	7.  	  	This
Agreement may not be amended or altered, nor any breach or          obligation waived,
unless such amendment, alteration or waiver is in a          writing signed by BDY that
conspicuously notes that it is permitting          Employee to amend or alter this
Agreement, or BDY is waiving an          obligation or breach by Employee hereunder. No
course of dealings shall          affect the interpretation or enforcement of this
Agreement, nor shall          any waiver by BDY of any obligation or breach by Employee
be implied to          be a waiver by BDY of any other obligation or breach by Employee
not          expressly granted. 








	8.  	  	This
Agreement is binding upon Employee and his successors and          permitted assigns. If
any provision of this Agreement is held by any          competent authority to be invalid
or unenforceable in whole or in part,          the validity of the other provisions of
this Agreement and the          remainder of the provision in question shall not be
affected thereby. 








	9.  	  	This
 Agreement  shall be  governed by the laws of the State of New Jersey,  without  giving
 effect to the          conflicts    of   law    provisions    thereof.    Any    dispute
  or    controversy    arising   out   of          this    Agreement    shall   be
   commenced    and    maintained    in   a   federal   or   state    court          of
 appropriate  jurisdiction  in the State of New Jersey and Employee does hereby,  for
that sole purpose,          consent to the  jurisdiction  of such  federal or state court
in the State of New Jersey.  Employee  hereby          waives all rights to settle any
dispute or controversy  hereunder by arbitration and acknowledges  that the
         rules of evidence then in effect and  applicable to the court in which any such
dispute or  controversy  is          maintained shall be the only rules of evidence
 applicable to such dispute or controversy.  Employee agrees          that this
 Agreement  embodies  his  complete  understanding  with  respect  to the  disclosure
 and use of          Confidential  Information  between  him and BDY and  supersedes  all
 prior  oral and  written  agreements,          commitments and understandings with
respect to the subject matter hereof. 








 
	 	 
	 














        IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first above
written. 



	 	  	  	       EMPLOYEE

       /s/ Alan Goldstein

       Name: Alan Goldstein