Exhibit 10.31
4-1-13
EMPLOYMENT
AGREEMENT
August 10, 1999
David Goldstein
9 Via Zapador
Rancho Santa Margarita, CA 92688
Dear David:
I am pleased to offer you the
position of Director of Sales, United States for Obagi Medical
Products, Inc. (“OMP” or the “Company”)
effective Oct 18, 1999 on the following terms:
A.
Duties
You will perform the duties
customarily associated with this position with respect to the
Company’s operations on a full-time basis, and will report
directly to the Vice President of Sales and Marketing of the
Company.
B.
Compensation
Salary : Your salary shall be $110,000 per annum
subject to annual cost of living increases based on the Consumer
Price Index for All Items, All Urban Consumers for the Los
Angeles-Anaheim-Riverside, CA area or such greater increase as may
be approved by the Company’s Board of Directors in its
discretion. Your salary shall be paid semi-monthly, subject to
standard payroll deductions and withholdings.
Stock Option Grant:
The Company intends to grant you
5,000 stock options to purchase common stock of the Company under
its Stock Option Plan. These options will have an exercise price of
$1.00 per share. All options will be subject to the requirements of
the Company’s Stock Option Plan, applicable rules under the
Internal Revenue Code, applicable accounting policies and
securities laws.
Benefits : You will be eligible for three weeks vacation
annually and sick leave according to standard Company.
You will also receive all other benefits the Company provides to
its most senior employees (e.g., health and dental insurance
coverage). You will be eligible to participate in the
Company’s 401k plan after six months.
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Bonus : You shall be entitled to an annual bonus based
on the achievement of certain benchmarks and in the amounts as set
forth on Exhibit “A” attached hereto. All bonuses will
be subject to the standard payroll deductions and withholdings and
shall be paid not later than the end of the first fiscal quarter of
the following year. No bonus shall be due and owing unless you are
employed by the Company on December 31 of the applicable
year. Pro rated bonus for 4 th Qtr 1999 based on current published
parameters.
C.
Expenses
The Company shall reimburse you for
all other reasonable, ordinary and necessary expenses incurred in
the performance of your duties including all licenses and
membership fees to agencies and associations (such reimbursement
shall be conditioned upon the submission of reasonable detailed
receipts and/or invoices substantiating such expenses).
D.
Termination
Either you or the Company may
terminate your employment with or without cause, at any time, for
any reason whatsoever without advance notice. This at-will
employment relationship cannot be changed except by a writing
signed by the Chairman of the Board of the Company.
If you voluntarily terminate your
employment, if you die or become physically or mentally disabled
(subject to the Company’s requirement to comply with all
applicable laws), or if the Company terminates your employment for
cause, all compensation and benefits shall cease immediately. For
purposes of this agreement, termination for cause shall mean
material misconduct, including, but not limited to (i) conviction
of any felony or any crime involving moral turpitude or dishonesty
or which is punishable by imprisonment in a state or federal
correctional facility; (ii) participation in a fraud or act of
dishonesty against the Company or any of its customers or
suppliers; (iii) willful and material breach of Company policies or
willful violation of reasonable rules, regulations, orders or
directives of the Company’s Board of Directors; (iv) refusal
to perform your duties on a full-time basis; (v) material breach of
any term of this Agreement; (vi) intentional damage to Company
property; (vii) conduct by you which in the good faith and
reasonable determination of the Board of Directors of the company
demonstrates gross negligence, willful malfeasance or gross
unfitness to serve. In the case of sections iii, iv, and v, Company
must provide Employee with written notice of their intent to
terminate and Employee shall be given 30 days to correct the
“cause” in order to avoid termination. The
determination as to the adequacy of such “corrective”
action on the part of the employee shall be subject to the good
faith and reasonable determination of the Board of Directors of the
Company.
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E.
Policies and
Procedures
You will be expected to abide by all
Company policies and procedures. Company may issue policies, rules,
regulations, guidelines, procedures, or other informational
material, whether in the form of handbooks, memoranda, or
otherwise, relating to its employees. These materials are general
guidelines for your information and shall not be construed to
alter, modify, or amend this agreement for any purpose whatsoever,
and this agreement shall control over such policies, to the extent
of any conflict.
F.
Confidentiality/Non-Competition
At any time following execution of
this agreement, you agree not to use or disclose, directly or
indirectly, for any reason, whatsoever or in any way any
confidential information or tr
