Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 30th day
of March, 2006 by and between Wayne Bos (the "Executive") and Natrol, Inc., a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company desires to employ Executive, and Executive desires to
obtain employment with the Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:
1.
EFFECTIVE DATE; TERM OF EMPLOYMENT. THE
COMPANY AGREES TO EMPLOY EXECUTIVE AND EXECUTIVE AGREES TO BECOME AN EMPLOYEE
AND PERFORM SERVICES FOR THE COMPANY, UPON THE TERMS AND CONDITIONS HEREINAFTER
SET FORTH. EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS AGREEMENT SHALL BE "AT WILL,"
MEANING THAT EITHER EXECUTIVE OR THE COMPANY MAY TERMINATE EXECUTIVE'S
EMPLOYMENT RELATIONSHIP AT ANY TIME, FOR ANY REASON, WITH OR WITHOUT PRIOR
NOTICE.
2.
DUTIES; EXTENT OF SERVICE.
(A)
DURING EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT, EXECUTIVE SHALL SERVE AS AN EMPLOYEE OF THE COMPANY WITH THE TITLE
AND POSITION OF CHIEF EXECUTIVE OFFICER AND PRESIDENT, REPORTING TO THE BOARD OF
DIRECTORS OF THE COMPANY. EXECUTIVE HEREBY ACCEPTS SUCH EMPLOYMENT, AGREES TO
SERVE THE COMPANY IN THE CAPACITIES INDICATED, AND AGREES TO USE EXECUTIVE'S
BEST EFFORTS IN, AND SHALL DEVOTE EXECUTIVE'S FULL WORKING TIME, ATTENTION,
SKILL AND ENERGIES TO, THE ADVANCEMENT OF THE INTERESTS OF THE COMPANY AND ITS
SUBSIDIARIES AND THE PERFORMANCE OF EXECUTIVE'S DUTIES AND RESPONSIBILITIES
HEREUNDER. EXECUTIVE CONFIRMS THAT HE IS NOT SUBJECT TO ANY AGREEMENT OR
OBLIGATIONS THAT WOULD CONFLICT WITH HIS EMPLOYMENT BY THE COMPANY HEREUNDER AS
OF THE EFFECTIVE DATE.
(B)
WITHOUT LIMITATION OF SECTION 2(A) ABOVE,
EXECUTIVE SHALL NOT BE REQUIRED TO SPEND MORE THAN 180 DAYS IN ANY CALENDAR YEAR
IN THE UNITED STATES OF AMERICA AS HE HAS SUBSTANTIAL RESPONSIBILITIES FOR THE
COMPANY'S OPERATIONS OUTSIDE OF THE UNITED STATES.
3.
SALARY AND BONUS.
(A)
DURING EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT, THE COMPANY SHALL PAY EXECUTIVE A BASE SALARY, WHICH INITIALLY SHALL
BE PAID AT A RATE OF $600,000 PER ANNUM AND SHALL BE PAYABLE IN PERIODIC
INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S USUAL PAYROLL PRACTICE FOR
EXECUTIVE OFFICERS OF THE COMPANY AS IN EFFECT FROM TIME TO TIME.
(B)
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE A
BONUS BASED UPON THE COMPANY'S BONUS COMPENSATION PLAN AS APPROVED ANNUALLY BY
THE BOARD OF DIRECTORS (EACH, A "BONUS"). EACH BONUS SHALL BE SUBJECT TO
APPLICABLE WITHHOLDING AND SHALL BE PAID TO EXECUTIVE AT SUCH
TIME AS THE COMPANY PAYS BONUSES TO ITS EMPLOYEES GENERALLY, PROVIDED EXECUTIVE
MUST BE EMPLOYED BY THE COMPANY ON DECEMBER 31 OF A GIVEN YEAR IN ORDER TO
RECEIVE A BONUS FOR SUCH YEAR (OR PORTION THEREOF).
4.
BENEFITS.
(A)
DURING EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT, EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN ANY AND ALL MEDICAL,
PENSION, PROFIT SHARING, DENTAL AND LIFE INSURANCE PLANS AND DISABILITY INCOME
PLANS, RETIREMENT ARRANGEMENTS AND OTHER EMPLOYMENT BENEFITS, AS MAY BE IN
EFFECT FROM TIME TO TIME FOR EXECUTIVE OFFICERS OF