Exhibit
10.33
4-1-12
EMPLOYMENT
AGREEMENT
August 23,
2000
Ms. Judy
Hattendorf
4500 Woodman Ave.
Sherman Oaks,
CA 91423
Dear Judy:
I am pleased
to offer you the position General Manager, United Kingdom of OMP,
Inc. (the
“Company”) effective September 1, 2000 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 Phillip J.
Rose, President &
CEO.
B.
Compensation
Salary: Your
salary shall be $125,000 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
witholdings.
Annual
Performance Bonus: You shall be entitled to an annual performance
bonus based on the achievement of certain benchmarks to be set by
the Board of Directors of the Company. You will be eligible to earn
an annual performance bonus targeted at 30% of your salary
based on
meeting the parameters of your business plan. No bonus is payable
unless you are employed by the Company on December
31, of the applicable year. AH bonuses will be subject to the
legal deductions and
withholdings, etc. as customary. The 2000 bonus will be prorated
for time of employment.
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 $1.94 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: From
the date of your employment, you are eligible for all company
benefits, such as vacation, holiday pay, or medical and dental
benefits. You will be eligible for three weeks vacation annually
and sick leave according to the standard of the Company. You will
also receive all other benefits the Company provides to its most
senior employees (e.g., health and
1
dental insurance coverage). You will
be eligible to participate in the Company’s 401 k plan after
six months of employment.
C.
Expenses
The Company shall reimburse you for
all other reasonable, ordinary and necessary expenses incurred in
the performance of your duties (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 the Company terminates your
employment without cause after the first ninety days but during the
first year of your employment, you will receive as your sole
severance, your base salary for three (3) months payable
semi-monthly, subject to standard payroll deductions and
withholdings. These payments shall cease immediately if you violate
any provision of this agreement, including the provisions of
Section F. If the Company exercises this right to terminate your
employment without cause, no compensation will be owed to you other
than the severance payment referred to in the previous
sentence.
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, and
you will received no severance benefits. 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.
E.
Policies and Procedures
You will be expected to abide by all
Company policies and procedures. Company may issue policies, rules,
regulations, guide
