FORM OF RETENTION
AGREEMENT
This retention
agreement (this “Retention Agreement”) is made as of
July 15, 2008, by and between Castle Brands Inc., a Delaware
corporation (the “Company”), and ____________, a
natural person and employee of the Company (the
“Employee”)
WHEREAS, the
Employee is an executive officer of the Company;
WHEREAS, the
Compensation Committee of the Board of Directors of the Company has
determined that it is in the best interest of the Company for the
Employee to remain in the employment of the Company following any
Control Event (as defined herein);
WHEREAS, the
Company and the Employee have determined that it is advisable and
in their respective best interests to enter into this Retention
Agreement;
NOW THEREFORE, in
consideration of the foregoing and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the Company
and the Employee hereby agree as follows:
1. RETENTION
PAYMENT. If, on the sixtieth (60 th )
calendar day following the first Control Event following the date
hereof, the Employee continues to be employed by the Company in any
capacity, then the Company shall pay to the Employee an amount in
cash by check or wire transfer of
(the “Retention Payment”). The Retention Payment shall
be paid without deduction by reason of any set-off, defense or
counterclaim of the Company. If any payment due hereunder shall
become due on a Saturday, Sunday or legal holiday under the laws of
the State of New York, such payment shall be made on the preceding
business day in New York.
2. DEFINITION
OF CONTROL EVENT. For the purposes of this Agreement, the term
“Control Event” shall mean any of:
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(i)
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Any
Change of Control with respect to the Company or the execution by
the Company of any agreement for a transaction that could result in
a Change of Control;
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(ii)
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Any
Sale of the Company or the execution by the Company of any
agreement for a transaction that could result in a Sale of the
Company;
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(iii)
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Any
Company Financing with gross proceeds to the Company of at least
$10,000,000; or
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(iv)
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The
Company (together with its subsidiaries) sells assets, except for
its products sold in the ordinary course of business, with an
aggregate value of at least $10,000,000.
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Furthermore,
the following definitions shall apply for all purposes in this
agreement:
(b) “
Change of Control ” means (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 more than thirty-five
percent (35%) of the aggregate voting power of the Company’s
then outstanding securities; (ii) there has been a merger or
equivalent combination involving the Company after which forty-nine
percent (49%) or more of the voting stock of the surviving
corporation is held by persons other than former shareholders of
the Company; (iii) individuals who were members of the Board
of Directors of the Company as of the date hereof cease for any
reason to constitute at l
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