Exhibit 10.66
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made as of December 5, 2006 (this
"Agreement"), by and between Castle Brands Inc., a Delaware
corporation (the
"Company"), and Herbert Roberts (the "Executive"), an individual
residing at 51
Manor Pond Lane, Irvington, New York, 10533.
In consideration of the mutual covenants set forth in this
Agreement,
the parties hereto agree as follows:
AGREEMENT:
1. Employment. Subject to the terms of this Agreement, the Company
agrees to employ Executive, and Executive agrees to accept such
employment, as
Senior Vice President, Chief Financial Officer and Treasurer of the
Company. As
such, Executive will have responsibility for such job-related
duties as will be
assigned to Executive from time to time by the Chief Executive
Officer and/or
President of the Company.
2. Performance of Services. Executive agrees that throughout the
term
of his employment hereunder he will devote his full business time,
attention,
knowledge and skills, faithfully, diligently and to the best of his
ability, in
furtherance of the business of the Company and its direct or
indirect
subsidiaries and will perform the duties assigned to him from time
to time
pursuant to Section 1 hereof, subject, at all times, to the
direction and
control of the Chief Executive Officer and/or President of the
Company, and to
the policies of the Company generally applicable to its executives.
During the
term of his employment hereunder, Executive will not accept other
employment or
permit his personal business interests to materially interfere with
his duties
hereunder.
3. Term. Executive will be employed for a term commencing on
December
5, 2006 (the "Effective Date") and ending on December 4, 2010 (the
"Term"),
unless his employment is terminated prior to the expiration of the
Term pursuant
to Section 6 hereof. At the end of the term, if the Company does
not offer to
renew Executive's employment hereunder for an additional three
years, on
substantially the same terms, the Company shall continue to pay to
Executive his
Base Salary, benefits for a period of six (6) months after
expiration of the
Term.
4. Compensation. During the Term of this Agreement the Company
agrees
to pay to Executive:
(a) Salary. A salary (the "Base Salary") at the rate of
US$250,000 per year, payable in accordance with the Company's
standard payroll
practices for executives as in effect from time to time. Such Base
Salary may be
increased (but not decreased), in the sole discretion of the
Compensation
Committee of the Board of Directors of the Company, on the basis of
periodic
reviews, which shall occur no less frequently than on an annual
basis.
(b) Stock Option Grants. Executive shall be entitled to options
to purchase Common Stock of the Company to the extent granted by
the
Compensation Committee of the Board of Directors of the Company.
(c) Incentive Bonus. In each fiscal year, the Executive shall be
eligible to receive an annual performance bonus equal to up to 60%
of the Base
Salary in effect
on March 31 of such fiscal year, subject to successful achievement
of goals and
objectives to be agreed upon by the Executive and the Compensation
Committee of
the Board of Directors of the Company, payable in accordance with
the Company's
standard practices for executives as in effect from time to time.
(d) Vacation. Executive shall be entitled to twenty (20) paid
vacation days in each calendar year, plus paid Company holidays.
(e) Other Benefits. Executive will be entitled to participate, to
the extent he is eligible under the terms and conditions thereof,
in all
profit-sharing, hospitalization, insurance, medical, disability, or
other fringe
benefit or executive perquisite plans generally available to other
senior
executives of the Company.
5. Expenses. The Company will reimburse Executive for all expenses
reasonably incurred by him in connection with the performance of
his duties
hereunder and the business of the Company upon the submission to
the Company of
appropriate invoices therefor, all in accordance with the Company's
policies and
procedures as in effect from time to time for senior executives of
the Company.
6. Termination.
(a) Termination by the Company Without Cause. The Company may
terminate the employment of Executive hereunder at any time without
Cause (as
hereinafter defined). Notice of any such termination must be in
writing and will
be effective upon receipt by Executive. In the event that the
employment of
Executive is terminated pursuant to this Section 6(a) and if
Executive fully
complies with Sections 7, 9, 10 and 22 of this Agreement, the
Company will
continue to pay to Executive the Base Salary per annum as in effect
on the date
of such termination, in accordance with the standard payroll
practices of the
Company as in effect from time to time, for a term of twelve (12)
months
immediately following the date of such termination. In addition, in
the event
that the employment of Executive is terminated pursuant to this
clause (a), the
annual incentive bonus described in Section 4(c) will be paid, if
any, to
Executive with respect to the year in which termination occurs (pro
rated for
the portion of the year in which Executive was so employed). If
Executive fully
complies with Sections 7, 9, 10 and 22 of this Agreement, the
Company shall
during the twelve (12) month period immediately following
termination of
Executive pursuant to this clause (a), to the extent permissible
under any
relevant benefit plans of the Company, continue to provide
participation to
Executive in all other benefits provided for under Section 4(e)
hereof, at the
Company's expense. If Executive fully complies with Sections 7, 9,
10 and 22 of
this Agreement, on the date of termination pursuant to this Section
6(a), the
vesting of any options held by Executive shall accelerate with
respect to the
number of shares of the Company's common stock that equals (x) the
number of
shares that would have vested during the 12 months following
termination of
Executive pursuant to this Section 6(a) multiplied by (y) a
fraction, the
numerator of which is the number of full calendar months that have
elapsed since
the last vesting date or the original issue date (if a vesting date
has not
occurred) and the denominator of which is the number of full
calendar months
from the last vesting date or the original issue date (if a vesting
date has not
occurred) to the vesting date occurring during the 12 months
following
termination. Further, if Executive fully complies with Sections 7,
9, 10 and 22
of this Agreement, any stock option held by Executive that is
vested at the time
of Executive's termination pursuant to this Section 6(a) (including
any portion
of such option for which vesting was accelerated pursuant to the
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preceding sentence) will be exercisable until the earlier to occur
of (i) the
expiration date of such option pursuant to its terms and (ii)
twelve (12) months
following the date of termination pursuant to this Section 6(a).
(b) Termination by the Company for Cause. The Company may
terminate the employment of Executive hereunder for Cause (as
hereinafter
defined). Executive shall be entitled to thirty (30) days prior
written notice
of the Company's intent to terminate Executive hereunder and the
right to
address and/or cure such Cause during such thirty (30) day notice
period. Any
notice of intent to terminate for Cause must specify the particular
grounds
therefor in reasonable detail. In the event that the employment of
Executive is
terminated pursuant to this clause (b), the Company will pay to
Executive the
amount of all accrued but unpaid Base Salary to the date of such
termination,
but no annual incentive bonus will be paid with respect to (x) the
year in which
termination occurs, or (y) the immediately prior year if Executive
is terminated
under this clause (b) prior to payment of the bonus applicable to
such prior
year. As used herein, "Cause" means Executive's (i) personal
dishonesty, (ii)
willful misconduct, (iii) breach of fiduciary duty, (iv) failure to
substantially perform assigned duties relating to Executive's
performance
hereunder (other than any such failure owing to Executive becoming
Disabled (as
hereinafter defined)) as reasonably determined by a majority of the
entire
Compensation Committee of the Board of Directors of the Company,
after
consultation with the Chief Executive Officer of the Company, (v)
conviction of,
or the entry by the Executive of any plea of guilty or nolo
contendre to, any
felony or other lesser crime that would require removal from his
position at the
Company (e.g. any alcohol or drug related misdemeanor) or (vi)
material breach
of any provision of this Agreement as reasonably determined by the
Compensation
Committee of the Board of Directors of the Company, after
consultation with the
Chief Executive Officer; provided, however, that in any of the
foregoing
circumstances, Executive has failed to cure such Cause within the
fifteen (15)
day period referenced in the second sentence of this Section 6(b).
In the event
Executive is terminated for Cause solely pursuant to (iv) or (vi)
above, any
stock option held by Executive that is vested at the time of such
termination
may be exercised until the earlier to occur of (i) the expiration
date of such
option pursuant to its terms and (ii) one year after such
termination. In the
event Executive is terminated for Cause other than solely pursuant
to (iv) or
(vi) above, any stock option held by Executive shall immediately
expire and no
longer be exercisable upon such termination.
(c) Termination by Executive. Executive may terminate his
employment hereunder (x) at any time without cause or (y) for Good
Reason (as
hereinafter defined). Notice of any such termination must be in
writing and will
be effective sixty (60) days after receipt by the Company or such
earlier date
as may be specified by the Company after receipt of such notice. In
the event
that Executive terminates employment pursuant to subclause (x) of
this clause
(c), the Company will pay to Executive the amount of all accrued
but unpaid Base
Salary to the date of such termination, but no annual incentive
bonus will be
paid with respect to the year in which termination occurs. In the
event that
Executive terminates employment hereunder pursuant to subclause (y)
of this
clause (c) and Executive fully complies with Sections 7, 9, 10 and
22 of this
Agreement, Executive will be entitled to the same salary, benefits
and bonus
payments as would be provided were he to be terminated by the
Company without
Cause pursuant to Section 6(a) above. Further, in the event
Executive terminates
his employment hereunder for Good Reason or without cause and
Executive fully
complies with Sections 7, 9, 10 and 22 of the Agreement, any stock
option held
by Executive that is vested at the time of Executive's termination
will be
exercisable until the earlier to occur of (A) the
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expiration date of such option pursuant to its terms and (B) one
year following
the termination of Executive's employment. As used herein, "Good
Reason" means a
termination by Executive of Executive's employment hereunder within
thirty (30)
days after (i) any material diminution in the nature, title or
status of
Executive's job responsibilities from those in effect on the
Effective Date or
the most recent anniversary thereof, (ii) dissolution or
divestiture of all or a
significant portion of the Company or other material change in the
Company,
which in each case would materially adversely diminish the nature,
title or
status of Executive's job responsibilities, (iii) relocation by the
Company of
the Executive's office to any location not within fifty (50) miles
from
Executive's principal place of employment as of the Effective Date
or (iv) the
Company's material breach of any provision of this Agreement which
is not cured
within fifteen (15) business days after written notice thereof from
Executive to
the Company.
(d) Termination Upon Death. This Agreement will terminate
automatically on the death of Executive. In the event that the
employment of
Executive is terminated pursuant to this clause (d), the Company
will promptly
pay to the representative of Executive the amount of all accrued
but unpaid Base
Salary to the date of such termination, the annual incentive bonus,
if any,
described in Section 4(c) with respect to the year in which
termination occurs
(pro rated for the portion of the year in which Executive was so
employed), and
an amount equal to six (6) months Base Salary. Further, any stock
option held by
Executive that is vested at the time of death will be exercisable
by Executive's
personal representative or estate for a period of two (2) years
from date of
death and all unvested stock options held by Executive shall fully
vest and be
exercisable by Executive's personal representative or estate for a
period of two
years from date of death.
(e) Termination by the Company by Reason of Disability. The
Company may terminate the employment of Executive hereunder after
Executive
becomes Disabled. Notice of any such termination must be in writing
and will be
effective thirty (30) days after receipt by Executive. In the event
that the
employment of Executive is terminated pursuant to this clause (e),
the Company
will pay to Executive or his representative the amount of all
accrued but unpaid
Base Salary to the date of such termination less the amount, if
any, received by
Executive from any disability insurance maintained by the Company,
the annual
incentive bonus described in Section 4(c), if any, with respect to
the year in
which termination occurs (pro rated for the portion of the year in
which
Executive was so employed) and an amount equal to one year's Base
Salary to be
paid as a lump sum on termination. Further, any stock option held
by Executive
that is vested at the time of termination for disability will be
exercisable for
a period of two (2) years from date of such termination for
disability and all
unvested stock options held by Executive shall fully vest and be
exercisable for
a period of two (2) years from date of termination for disability.
As used
herein, the term "Disabled" means Executive becoming physically or
mentally
disabled or incapacitated to the extent that he has been or will be
unable to
perform his duties hereunder on account of such disabilities or
incapacitation
for a continuous period of six (6) months as determined by a
qualified
independent physician or group of physicians selected by the
Company and
approved by Executive or his representative, such approval not to
be
unreasonably withheld.
(f) Change of Control. A "Change of Control" shall have occurred
if: (i) any person (as such term is used in Section 13(d) of the
Securities
Exchange Act of 1934, as amended (the "Exchange Act")) becomes the
"beneficial
owner" (as determined pursuant to Rule 13d-3 of the Exchange Act),
directly or
indirectly, of securities of the Company representing
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more than thirty-five percent (35%) of the aggregate voting power
of the
Company's then outstanding securities, other than by acquisition
directly from
the Company; (ii) there has been a merger or equivalent combination
involving
the Company
