Exhibit 10.1








EXHIBIT 10.1
 
EMPLOYMENT AGREEMENT


THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is  dated  as  of  August 11, 2015, by and among CCA Industries, Inc. (the "Company"), which has its principal place of business at 65 Challenger Road, Ridgefield Park, New Jersey 07660, and Richard Kornhauser (the "Executive").


WHEREAS, the Company wishes to continue to employ the Executive as its Chief Executive Office and President, and the Executive wishes to accept such continuation of employment, on the terms set forth below, effective as of the date of this Agreement (the "Effective Date");


NOW THEREFORE, the parties hereto agree as follows:


1.        Term.   The Company hereby employs the Executive, and the Executive hereby accepts  such  employment,  for  an  initial  term  commencing  as  of  the  Effective  Date  and continuing  through  August 11,  2016,  unless  sooner  terminated  in  accordance  with  the provisions of Section 4 or Section 5 (the “Term”).   No later than 90 days prior to the expiration of the Term, the Company and the Executive will have the option to commence a good faith negotiation regarding extending the Term; provided, that, neither party hereto shall have any obligation hereunder or otherwise to consummate any such extension or enter into any new agreement relating to the Executive’s employment with the Company. For the avoidance of doubt, the Executive shall not be entitled to payments pursuant to Section 5.2 of this Agreement solely by reason of the Company electing to neither extend this Agreement nor enter into a new agreement with the Executive following the Term.


2.          Duties.  During the Term, the Executive shall be employed by the Company as its Chief Executive Officer and President, reporting directly to the Company's Board of Directors. The Executive shall faithfully perform for the Company the duties of said offices. During the Term, the Executive shall devote his full time and attention to the business and affairs of the Company and shall not become employed by any other company or business enterprise.


3.     Compensation.


3.1       Base Salary.   The Company shall pay the Executive during the Term a salary at a minimum rate of $450,000 per annum for the period beginning on the Effective Date through  August 11, 2016  (the  "Base  Salary"),  in  accordance  with  the  customary  payroll practices of the Company applicable to senior executives.  The Compensation  Committee  of  the  Board  shall  review  the  Executive's  Base Salary  and  may provide for such increases  therein as it may, in its discretion, deem appropriate at any time.  Any  such increased salary shall constitute the "Base Salary" as of the effective time of the increase.


3.2        Performance Bonus.  During the Term, in addition to the Base Salary, for each  fiscal  year  of  the  Company  ending  during  the  Term,  the  Executive  shall  have  the opportunity to receive an annual bonus in an amount and on such terms to be determined by the Compensation Committee of the Board ("Performance  Bonus").  The Compensation Committee of the Board shall further have the discretion to grant to the Executive annual bonuses in such amounts and on such terms as it shall determine in its sole discretion.  Nothing contained in the foregoing shall limit the Executive's  eligibility to receive any other bonus under any other bonus plan,  stock  option  or  other  equity-based  plan  or  award,  or  other  policy  or  program  of  the Company.


3.3        Long-Term Incentive Compensation.   The Executive shall be entitled to participate  in  any  long-term  compensation  plan  of  the  Company  in  which  he  is eligible  to participate, and may, without limitation, be granted in accordance with any such plan options to purchase shares of the Company's  common stock (the "Common  Stock"), shares of restricted stock, other equity awards and long-term cash awards in the discretion of the Compensation Committee of the Board.











3.4        Benefits-In General.   The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and other benefits that may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs.   In addition, Executive shall receive an automobile allowance of $2,000 per month.


3.5        Vacation.   The Executive shall be entitled to vacation of no less than 20 business days per year, to be credited in accordance with ordinary Company policies, as well as five additional personal days in accordance with Company policy.


3.6        Expenses-In   General.     The   Company   shall  pay   or   reimburse   the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case  of  reimbursement,  paid)  by  the  Executive  during  the  Term  in  the  performance  of  the Executive's  services under this Agreement, in accordance with the Company's  policies regarding such reimbursements and paid in a reasonable time period.  Executive shall also have a Company paid American Express Platinum card for business purposes.


4.          Termination upon Death or Disability.   If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive  shall terminate  in their entirety  upon such date except as otherwise provided  under  this  Section 4.     If  the  Executive  is  unable  to  perform  substantially  and continuously  the  duties  assigned  to  him  due  to  a  disability  as  defined  for  purposes  of  the Company's  long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12-month period, the Company shall have the right, to the extent permitted by law, to terminate  the employment  of the Executive  upon  notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive any Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Compensation Committee of the Board may, in its discretion, determine to pay a single-sum payment to the Executive (or the Executive's  estate or beneficiaries in the case of the death of the Executive) in an amount, if any, to be determined by the Compensation Committee not to exceed the Executive’s then current Base Salary; (iii) health insurance benefits shall continue for the Executive (and/or his covered dependents,  if applicable)  for a period of six months; thereafter,  Executive  or his dependents shall  be permitted to elect COBRA continuation  coverage consistent  with the applicable  law; (iv) all  outstanding  unvested  equity-based  awards  held  by the  Executive  shall  fully  vest  and become immediately  exercisable,  as applicable,  subject  to the terms of such  awards; (v) the treatment of any performance-based  long-term incentives shall be determined  in the reasonable and good faith discretion of the Compensation  Committee of the Board; and (vi) the Executive (or the Executive's  estate or beneficiaries in the case of the death of the Executive) shall have no further  rights to any other compensation  or benefits hereunder, or any other rights hereunder (but,  for  the avoidance  of doubt, shall  receive  such  disability  and death  benefits as  may  be provided under the Company's plans and arrangements in accordance with their terms).  Unless the  payment  is  required  to  be delayed  pursuant  to Section 7.13(b)  below, any  cash  amounts payable  pursuant  to  clauses (i) and (ii) above  shall  be  paid  to  the  Executive  (or  the Executive's estate or beneficiaries  in the case of the death  of the Executive)  within 60 days following the date of his termination of employment on account of death or disability.


5.     Certain Terminations of Employment; Certain Benefits.


5.1     Termination   by   the   Company   for   Cause;   Termination   by   the
Executive without Good Reason.








(a)     For   purposes   of   this   Agreement,   "Cause"    shall   mean   the Executive's:











(i)        commission of, and indictment for or formal admission to a felony, or any crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company;
(ii)     engagement in fraud, misappropriation or embezzlement; (iii)     material failure or neglect by the Executive to perform the
duties of his positions with the Company;


(iv)     continued failure to materially adhere to the reasonable directions of the Board of Directors or the Company's written policies and practices; or


(v)     material breach of any of the provisions of Section 6;


provided, that the Company shall not be permitted to terminate the Executive for Cause except on  written  notice  given  to  the  Executive  at  any  time  not  more  than  30  days  following  the occurrence  of  any  of  the  events  described  in  clause  (ii) through  (iv) above  (or,  if  later,  the Company's knowledge thereof).   No termination for Cause under clauses (ii) through (iv) shall be effective  unless the Board of Directors  makes a determination  that Cause exists after notice to the Executive, and the Executive has been provided with an opportunity (with counsel of his choice) to contest the determination.  In the event that it is determined that the termination




for cause was improper, the Executive shall be reinstated immediately and Company shall pay or provide to Executive  all compensation  and benefits which would have been paid or provided during the period of such termination and reimbursement for all attorney's  fees incurred for the purpose of contesting such termination.




(b)     The Board of Directors on behalf of the Company may terminate this Agreement and the Executive's employment hereunder for Cause.  The Executive may terminate his employment for any reason or no reason on at least 30 days'  written  notice given to the Company.   If the Company terminates the Executive  for Cause, or the Executive terminates his employment and the termination by the Executive is not for Good Reason in accordance with Section 5.2, (i) the Executive shall receive Base Salary and other benefits (including any bonus for a fiscal year completed before termination and awarded but  not  yet  paid)  earned  and  accrued   under  this  Agreement  prior  to  the  termination  of employment  (and  reimbursement   under  this  Agreement  for  expenses  incurred  prior  to  the termination  of employment);  and (ii) the  Executive  shall  have  no further  rights to any  other compensation  or  benefits  under  this  Agreement  on  or  after  the  termination  of  employment. Unless  the  payment  is  required  to  be  delayed  pursuant  to  Section 7.13(b)  below,  the  cash amounts  payable to the Executive under this Section 5.l(b)  shall be paid to the Executive in a single-sum payment within 30 days following the date of his termination of employment with the Company pursuant to this Section 5.1(b).


5.2     Termination  by  the  Company  without  Cause;  Termination  by  the
Executive for Good Reason.


(a)     For  purposes  of  this  Agreement,  "Good   Reason"  shall  mean, unless otherwise consented to by the Executive,


(i)   the  material  reduction  of  the  Executive's   title, authority, duties and responsibilities  or the assignment  to the Executive of duties materially inconsistent with the Executive's position or positions with the Company;


(ii)        a material reduction in Base Salary of the Executive, other than in connection with cost-cutting measures which impact all executive officers generally; 


(iii)     the Company's material breach of this Agreement; or









(iv) Executive is required  to relocate his office  more than  30 miles away from the Company's offices located in Ridgefield Park, New Jersey.


Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly  giving rise to Good  Reason first  occurs  or arises and (ii) if there exists  (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 15 days from the date notice of such a termination is given to cure such event or condition and,  if  the  Company  does  so,  such  event  or  condition  shall  not  constitute  Good  Reason hereunder.


(b)     The Company may terminate the Executive’s employment 
at any time for any reason or  no  reason.    If  the  Company  terminates  the  Executive's   employment  (and  the termination is not covered  by Section 4 or 5.1) or the Executive  terminates his employment  for Good Reason:


(i)        the Executive shall receive a single-sum  payment equal to accrued but unpaid Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment);


(ii)       the  Executive  shall  receive  a  single-sum  payment  of  an amount equal to 1.0 times (a) the average of the Base Salary amounts paid to Executive over the three calendar  years prior to the date of Termination,  (b) if less than three years have elapsed between the date of this Agreement and the date of termination, the highest Base Salary paid to Executive  in any calendar  year prior to the date of Termination, or (c) if less than 12 months have elapsed from the date of this Agreement to the date of termination, the highest Base Salary received in any month times 12; and


(iii)      all  outstanding  unvested  equity-based  awards  (including without limitation stock options and restricted stock) held by the Executive and any outstanding performance-based  long-term incentives shall be treated in the manner determined in the reasonable and good faith discretion of the Compensation Committee of the Board.


Unless  the  payment  is  required  to  be  delayed  pursuant  to  Section 7.13(b)  below,  the  cash amounts payable to the Executive under this Section 5.2(b) shall be paid to the Executive within
30 days following the date of his termination of employment with the Company pursuant to this
Section 5.2(b).


5.3        Change  of Control.   After a "Change  of Control"  (as defined  below), there will be a transition period (the "Transition  Period") which will begin on date of the Change of  Control  and  end  on  the  first  anniversary  of  such  Change  of  Control.    If the  Executive terminates  his  employment  with  the  Company  for any or no reason within  the  one  year  period  following  the Transition  Period, such termination  shall be deemed a termination  by the Executive for Good Reason covered by Section 5.2.  Without duplication of the foregoing, if (a) during the Transition Period either the Company terminates the  Executive's  employment  (and  the termination  is not covered  by Section 4 or 5.1) or the Executive terminates his employment for Good Reason or (b) the Executive is deemed to have terminated his employment for Good Reason within the one-year period following the Transition  Period  pursuant  to  the  immediately  preceding  sentence,  then, notwithstanding Section 5.3(b)(iii) to the contrary, all  outstanding  unvested equity-based  awards shall fully vest and shall become immediately  exercisable,  as applicable, and the treatment of any performance-based  long-term incentives shall be determined  in the reasonable and good faith discretion of the Compensation  Committee of the Board. For purposes of this Agreement, "Change  of Control" shall mean the occurrence of any of the following:


(i)        any "person,"  including a "group"  (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), but excluding any "group" (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member) is or becomes the "beneficial  owner" (as defined in Rule 13d-3) under the Exchange Act), directly or indirectly, of securities of the 









Company representing 20% or more of either (A) the combined voting power of the Company's  then outstanding securities or (B) the then outstanding Common Stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company); provided, however, that, in no event shall a Change of Control be deemed to have occurred upon a public offering of the Common Stock registered under the Securities Act of 1933, as amended; or


(ii)      any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent entity, if any) (excluding from shares beneficially owned by stockholders of the Company for such computation all shares of Common Stock beneficially owned by any person that is the beneficial owner of 5.0% or more of the outstanding shares of any constituent in such consolidation or merger other than the Company);


(iii)     there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the Company, as applicable, immediately prior to such sale or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company, as applicable;


(iv)    the members of the Board at the beginning of any consecutive 24-calendar-month period (the "Incumbent Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period, shall be deemed to be an Incumbent Director; or


(v)       the holders of the Company's Class A common stock do not have the right to elect a majority of the Board.


5.4       Parachutes.   If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement, or any other plan, arrangement or agreement with the Company (collectively, the "Payments") would be deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would (in the absence of this Section 5.4) result in the imposition on the Executive of an excise tax (the "Excise  Tax") under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then the Payments shall be reduced (but not below zero) to the Reduced Amount (as
defined below), if reducing the Payments will provide the Executive with a greater net after-tax amount than would be the case if no reduction was made.  Any such reduction shall be made by first reducing severance benefits (if any) and other payments that are payable in cash and then by reducing non-cash payments.  The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment under this Agreement to be subject to the Excise Tax, determined in accordance  with Section
280G(d)(4)  of the Code.   The fact that the Executive's  right to payments or benefits may be
reduced  by reason of the limitations  contained  in this Section 5.4, shall not of itself limit or otherwise  affect  any  other  rights  of  the  Executive  other  than  pursuant  to  this  Agreement. "Parachute Payment" shall mean a "parachute payment" as defined in Section 2800 of the Code. The calculation  under this Section 5.4 shall  be as determined  by the Company's  independent registered public accounting firm in effect immediately prior to the occurrence of the Change of Control (the "Accounting Firm").











Unless the payment is required to be delayed pursuant to Section 7.13(b) below, any additional payment payable to the Executive pursuant to this Section shall be paid by the Company to the Executive within five days of receipt of the Accounting Firm's determination, which such determination shall be made to the Company within 30 days of any event requiring payment to the Executive hereunder.


5.5        Execution of Release.   The Executive acknowledges that, if required by the Company prior to making the severance payments and benefits set forth in Section 5.2(b) (other than accrued but unpaid Base Salary and other benefits), all such severance payments and benefits are subject to his execution of a general release from liability of the Company and its officers   (including   his successor),   directors   and employees,   and such   release   becoming irrevocable by its terms.   If Executive fails to execute such release, or such release does not become irrevocable, all such payments and benefits set forth in Section 5.2(b) shall be forfeited.


6.     Covenants of the Executive.


6.1       Confidentiality.      The   Executive   acknowledges   that   (i) the   primary businesses  of  the Company  are its health  and  beauty  aids  business  (the "Business");  (ii) the Company is one of the limited number of persons who have such a business; (iii) the Company's Business  is,  in  part,  national  and  international  in  scope;  (iv) the  Executive's   work  for  the Company  has  given  and  will  continue  to  give  him  access  to  the  confidential  affairs  and proprietary  information  of the  Company;  (v) the covenants  and agreements  of the  Executive contained  in  this Section 6 are essential  to the  business  and  goodwill  of  the  Company;  and (vi) the  Company  would  not  have  entered  into  this  Agreement  but  for  the  covenants  and agreements set forth in this Section 6.  Accordingly, the Executive covenants and agrees during and after  the period of the  Executive's  employment  with the Company  and its affiliates, the Executive (x) shall keep secret and retain in strictest confidence all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company  or any of its affiliates  (the "Confidential  Company  Information"),  and (y) shall  not disclose such Confidential Company Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes  publicly known through no wrongful act of the Executive or is received from a third party not under an obligation  to keep such information confidential and without breach of this Agreement.


6.2     Noncompetition; Nonsolicitation.


(a)       For a period  of six  months  following  the Executive’s termination of employment with the Company (the "Non-Compete  Period"), Executive shall not, directly or indirectly, engage or participate in, or become employed by, or affiliated with, or render advisory or any other services to, any person or  business  entity  or  organization,   of  whatever  form,  that  competes   with  the  Company. Executive specifically acknowledges that the temporal limitations hereof, in view of the nature of the Company's Business, are reasonable and necessary  to protect the Company's  legitimate business interests.  During such Non-Compete Period, the Executive shall be paid an amount equal to (i) his Base Pay for a period of six months and (ii) an amount equal to the pro rata share of any bonus attributable to the portion of the calendar year completed prior to termination.


(b)       During  the  Executive’s employment with the Company  and  the  Non-Compete  Period,  the  Executive hereby  agrees that he will  not, either directly or  through  others,  hire or attempt to hire, any current or former employee of the Company, or solicit or attempt to solicit any current or former employee, consultant or independent contractor of the Company to change or terminate his, her or its relationship  with the Company or otherwise to become an employee for or of any other person or business entity, unless more than 12 months shall have elapsed between the last day of such person's  employment or service with the Company and the first date of such solicitation or hiring or attempt to solicit or hire.


6.3        Rights and Remedies upon Breach.   The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 6.1 and 6.2 (the "Restrictive Covenants") would result in irreparable injury and damage for which money damages would not provide an adequate  remedy.   Therefore,  if the Executive  









breaches, or threatens to commit  a breach of, any of the provisions of Sections 6.1 or 6.2, the Company and its affiliates, in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to have the Restrictive  Covenants specifically enforced  by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.


7.     Other Provisions.


7.1       Severability.   The Executive acknowledges and agrees that (i) he has had an  opportunity  to  seek  advice  of  counsel  in  connection  with  this  Agreement  and  (ii) the Restrictive  Covenants  are  reasonable  in  geographical  and  temporal  scope  and  in  all  other respects.   If it is determined  that any of the provisions  of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.


7.2        Enforceability;  Jurisdiction;  Arbitration.    Any  controversy  or  claim arising  out  of  or  relating  to  this  Agreement  or  the  breach  of  this  Agreement  (other  than  a controversy or claim arising  under Section 6, to the extent necessary for the Company  or its affiliates, where applicable, to avail itself of the rights and remedies referred to in Section 6.3) that is not resolved by the Executive and the Company (or its affiliates, where applicable) shall be submitted  to arbitration  in Newark, New Jersey in accordance  with the law of the State of New Jersey and the procedures of the American Arbitration Association.   The determination  of the  arbitrator(s)  shall  be  conclusive  and  binding  on  the  Company  (or  its  affiliates,  where applicable) and the Executive and judgment  may be entered on the arbitrator(s)'  award in any court having jurisdiction.


7.3        Notices.     Any  notice  or  other  communication   required  or  permitted hereunder  shall be in writing and shall  be delivered  personally, telegraphed,  telexed,  sent  by facsimile transmission or sent by certified, registered or express mail, postage prepaid.  Any such notice  shall  be deemed  given  when  so  delivered  personally,  telegraphed, telexed  or  sent  by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:
		
	(i) 
	If to the Company, to: CCA Industries, Inc.


65 Challenger Road
Ridgefield Park, New Jersey 07660
Attention: Chief Financial Officer


(ii)     If to the Executive, to: 


Richard Kornhauser
[Home Address]


Any such person may by notice given in accordance with this Section 7.3 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.


7.4       Entire Agreement.     This Agreement contains the  entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.


7.5        Waivers   and   Amendments.       This   Agreement   may   be   amended, superseded,  canceled,  renewed  or extended,  and the  terms hereof  may  be waived, only  by a written  instrument  signed  by  the  parties  or,  in  the  case  of  a  waiver,  by  the  party  waiving compliance.    No  delay  on  the part  of any  party  in exercising  any  right, power  or  privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such  right, power or privilege  nor any single or  partial exercise  of any such  right, 









power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.


7.6        GOVERNING  LAW.   THIS AGREEMENT SHALL  BE GOVERNED BY AND CONSTRUED  IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD  CAUSE  THE APPLICATION  OF THE  LAWS OF ANY JURISDICTION  OTHER THAN THE STATE OF NEW JERSEY.


7.7        Assignment.    This  Agreement  shall  be  binding  upon  and  inure  to  the benefit of the Parties and their respective successors,  heirs (in the case of the Executive) and assigns.   No rights or obligations  of the Company  under this Agreement  may be assigned  or transferred by the Company except that such rights or obligations may be assigned or transferred, subject to Section 5.3, pursuant to a merger or consolidation  in which the Company is not the continuing  entity,  or  the  sale  or  liquidation  of  all  or  substantially  all  of  the  assets  of  the Company;  provided,  however,  that  the  assignee  or  transferee   is  the  successor  to  all  or substantially  all  of  the assets  of  the  Company  and  such  assignee  or  transferee  assumes  the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.


7.8        Withholding.    The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.


7.9        Binding Effect.   This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.


7.10     Counterparts.   This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument.  Each counterpart may consist of two copies hereof each signed by one of the parties hereto.


7.11   Survival.    Anything contained in this Agreement to the contrary notwithstanding,  the provisions of Sections 5 and 6 and any other provisions of this Agreement expressly imposing obligations that survive termination of Executive's  employment hereunder, and the other provisions of this Section 7 to the extent necessary to effectuate the survival of such  provisions,  shall  survive  termination  of  this  Agreement  and  any  termination  of  the Executive's employment hereunder.


7.12     Existing Agreements.  The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.


7.13     Section 409A.


(a)        Interpretation.   Notwithstanding the other provisions hereof, this Agreement  is intended  to comply with the requirements  of section  409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code.  Accordingly, all provisions herein, or incorporated by reference, shallbe construed and interpreted to comply with section 409A.  If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.   For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of payment.


(b)       Payment Delay.  Notwithstanding any provision to the contrary in this Agreement, if on the date of the Executive's termination of employment, the Executive is a "specified employee" (as such term 









is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in its sole discretion in accordance with its "specified employee" determination policy, then all cash severance payments payable to the Executive under this Agreement that are deemed as deferred compensation subject to the requirements of section 409A of the Code shall be postponed for a period of six months following the Executive's "separation from service" with the Company (or any successor thereto).  The postponed amounts shall be paid to the Executive in a lump sum within 30 days after the date that is 6 months following the Executive's "separation from service" with the Company (or any successor thereto).  If the Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of section 409A of the Code shall be paid to the personal representative of the Executive's estate within 60 days after Executive's death.   If any of the cash payments payable pursuant to this Agreement are delayed due to the requirements of section 409A of the Code, there shall be added to such payments interest during the deferral period at an annualized rate of interest equal to 5%.


(c)     Reimbursements.     All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a short period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of all eligible expense will be made on or before the last day of the taxable year following the year in which  the  expense  is  incurred, and  (iv) the  right  to  reimbursement is  not  subject  to  the liquidation or exchange for another benefit.  Any tax gross up payments to be made hereunder shall be made not later than the end of the Executive's taxable year next following the Executive's taxable year in which the related taxes are remitted to the taxing authority.


7.14    Headings.   The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


[Signatures appear on following page]

































































IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.


CCA INDUSTRIES, INC.






                        
/s/ Stanley Kreitman


                                                                      Name:  Stanley Kreitman
                                          Title:   Director
                                                                                  Chairman, Board of Directors










/s/ Robert Lage


                                                                        Name: Robert Lage
                                              Title: Director
                                                                                   Chairman, Compensation Committee










                                                                EXECUTIVE




      /s/ Richard Kornhauser
     ___________________________________
  Richard Kornhauser