Amended And Restated Executive Employment Agreement

This Amended And Restated Employment Agreement (this " Agreement "), is executed and delivered effective as of June 15, 2009 (the " Effective Date "), by and between Obagi Medical Products, Inc., a Delaware corporation (the " Company "), and David S. Goldstein, an individual resident of the State of California (" Executive ").

1 .      Position And Responsibilities

(a)   Position . Executive is employed by the Company to render services to the Company in the position of­­­­­­­­­­­­­­­­­­­­ ­­­Executive Vice President, Global Sales and Field Marketing. Executive shall report directly to the Chief Executive Officer.  Executive shall perform such duties and responsibilities as are normally related to such position, in accordance with industry standards, and any additional duties now or hereafter assigned to Executive by the Board of Directors of the Company.  Executive shall abide by the Company's rules, regulations and practices, as adopted or modified from time to time in the Company's sole discretion. 

(b)   Other Activities . Except with the prior written consent of the Company, Executive shall not, during the term of this Agreement, (i) accept any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary gain) that might interfere with Executive's duties and responsibilities hereunder or create a conflict of interest with the Company.  Executive may serve as a member of the board of directors of any Company that does not compete directly with the Company.  Notwithstanding the foregoing, Executive may also devote reasonable time and attention to civic, charitable or social organizations so long as such activities do not interfere with the performance of his duties to the Company.

(c)   No Conflict . Executive represents and warrants that Executive's execution of this Agreement, Executive's employment with the Company and the performance of Executive's proposed duties under this Agreement shall not violate any obligations Executive may have to any prior employer, or any other person or entity, including, without limitation, any obligations with respect to proprietary or confidential information of any prior employer, or any other person or entity.

2.     Compensation And Benefits

        (a)   Base Salary .  In consideration of the services to be rendered under this Agreement, the Company shall pay to Executive a salary at the current rate of Two hundred Ninety-Five Thousand and Three Hundred Sixty Thousand Dollars ($295,360.00) per year, as adjusted from time to time as described below (the " Base Salary "). The Base Salary shall be paid in accordance with the Company's standard bi-weekly payroll practices. The Base Salary will be reviewed and adjusted from time to time in accordance with the Company's procedures for adjusting salaries for senior executives and as approved by the Compensation Committee of the Board of Directors.

        (b)   Bonus .  Executive shall be eligible to receive an annual bonus based on a percentage of Executive’s Base Salary (currently 50%), or other increased percentage as may be determined by the Company’s Board of Director’s from time to time (the “ Bonus ”).  Any such Bonus shall be subject to Executive's achievement of corporate financial metrics or other goals and objectives to be established from time to time by the Company's Board of Directors (or a committee thereof).

        (c)   Stock Option/Restricted Stock Awards .  The Company has previously granted to Executive an incentive stock option under the Company’s 2000 Stock Option Plan (the “ 2000 Plan” ) to purchase four hundred seventeen (417) shares of the Company’s Common Stock, $0.001 par value per share (the “ Common Stock ”) at an exercise price of $10.00 per share, all of which are currently vested and non-qualified stock options to purchase an aggregate of two hundred fifty thousand and one (200,001) shares of the Company’s Common Stock under the Company’s 2005 Stock Incentive Plan (the “ 2005 Plan ” and collectively with the 2000 Plan, the “ Plans ”) at exercise prices between, $5.86 and $16.25 per share, pursuant to the form of stock option agreements adopted for use under the Plans (the “ Options ”).  Other than as set forth in Section 3(c), 3(d) or 3(e) below, all currently unvested Options vest in three equal annual installments from each respective date of grant.  The Options shall expire on the tenth (10th) anniversary of each respective date of grant. Unless otherwise agreed to by the Compensation Committee of the Board of Directors, future option grants shall be subject to these same general terms and conditions (" Subsequent Options ").  Other than as set forth in this Agreement, all options granted to Executive, including the Options, shall be subject to the terms and conditions of the respective stock option agreement and related plan documents, and any additional terms approved by the Compensation Committee of the Board of Directors at the time of grant.

The Company has also previously granted to Executive a restricted stock unit under the Company’s 2005 Plan to receive seven thousand five hundred (7,500) shares of the Company's Common Stock pursuant to the form of restricted stock award agreement adopted for use under the 2005 Plan (the “ RSU ”).  Other than as set forth in Section 3(c), 3(d) or 3(e) below, the RSU vests fifteen months following the date of issuance, provided you are still employed by the Company at that time.  The Compensation Committee of the Board of Directors may grant future RSUs subject to vesting terms to be approved at that time (" Subsequent RSUs ").

        (d)   Benefits .  Executive shall continue to be eligible to participate in any and all medical, dental, vision, retirement, life insurance, AD&D and other benefits (the “ Benefits ”) established by the Company that are made generally available by the Company to executive officers of the Company, as such plans may be amended from time to time in the Company's sole discretion. Without limiting the generality of the foregoing, Executive, and to the extent applicable, Executive's covered dependants, shall be eligible to participate in the Company's 401(k) program and shall receive immediate enrollment for health benefits to the maximum extent possible under the Company's benefit plans.

       (e)   Vacation . Executive shall receive three (3) weeks of paid vacation time per calendar year, which amount shall increase in accordance with the Company's vacation policy for employees of the Company generally. Executive may take such accrued vacation at such times as are mutually convenient to Executive and the Company. In addition, Executive shall be entitled to all holidays provided under the Company's regular holiday schedule.

        (f)   Business Expenses . The Company will reimburse Executive for reasonable and necessary expenses appropriately incurred by Executive in performing his duties and obligations to the Company in accordance with, and subject to, such policies and procedures regarding executive officer expenses generally as the Company may from time to time have in effect.

3 .     At-Will Employment

        (a)   At-Will Termination by Company . The employment of Executive shall be "at-will" at all times. The Company may terminate Executive's employment with the Company at any time,

without any advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. Upon and after the date of such termination, all obligations of the Company shall cease, except as set forth below in Section 3(b), 3(c), 3(d) or 3(e).

         (b)   At-Will Termination by Executive . Executive may terminate employment with the Company at any time for any reason or no reason at all, upon two weeks' advance written notice.  During such notice period Executive shall continue to diligently perform all of Executive's duties hereunder. The Company shall have the option, in its sole discretion, to make Executive's termination effective at any time prior to the end of such notice period as long as the Company pays Executive all compensation (including all accrued Base Salary (at the annual rate then in effect), vacation and any other amounts owed to Executive at the time of termination) accrued to which Executive is entitled up through the last day of the two-week notice period. Any such amounts shall be paid on the effective date of termination. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy.  Any and all options to acquire shares of Common Stock that have vested under the Options, the RSU or any Subsequent Options or Subsequent RSUs shall continue to belong to Executive.  Executive shall have ninety (90) days in which to exercise any vested portion of any Options and Subsequent Options.  All shares that remain unvested under such Options, RSU, and any Subsequent Options or Subsequent RSUs shall cease to vest on the date of termination.  Thereafter all obligations of the Company shall cease.

        (c)   Involuntary Termination by Company without Cause Other Than for Good Reason.

                 (i)  If the Company terminates Executive's employment for reasons other than for Cause (as defined below) or death or disability (which is governed by subparagraph (e) below), which will be dealt with on a case-by-case basis at the time such event occurs, then, during the Severance Period (as defined below), the Company shall (A) pay to Executive a sum equal to six (6) months of Base Salary (as then in effect) and (B) continue to make available to Executive, at the Company’s expense, the Benefits (including the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) made generally available by the Company to its Executives for the Severance Period, to the extent permitted under applicable law and the terms of such benefit plans. The cash consideration payable pursuant to subsection (A) above shall be paid in equal monthly installments as salary continuation pay, subject to deduction of ordinary payroll taxes, commencing on the date that is no later than the earlier of thirty (30) days following termination or the execution of the General Release (as defined below).    In addition, if the Company terminates Executive's employment for reasons other than for Cause, or death or disability (as provided in subparagraph (e) below) (which will be dealt with on a case-by-case basis at the time either such event occurs) then, the Options, the RSU, and any Subsequent Options or Subsequent RSUs automatically shall cease to vest pursuant to the terms of the applicable stock option agreements and restricted stock unit agreements, and in the case of Options or Subsequent Options, Executive (or his estate in the event of death) shall have one (1) year in which to exercise any vested portion of such Options and any Subsequent Options in accordance with the relevant plan documents.  Executive will own any vested RSU or Subsequent RSUs without any further action on Executive’s part.  For purposes of this Agreement, the term " Severance Period " shall mean the six  (6)-month period immediately following the date of Executive's termination.  Any accrued vacation pay and any other amounts owed to Executive at the time of termination shall be paid on the effective date of Executive’s termination.  All

reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy.

                 (ii)  The Company's termination of Executive's employment shall be for " Cause " if Executive: (A) exhibits willful misconduct or dishonesty which materially and adversely effects the business reputation of Executive or the Company; (B) is convicted of a felony; (C) acts (or fails to act) in the performance of his duties to the Company in bad (good) faith and to the Company's detriment; (D) materially breaches this Agreement or any other agreement with the Company, which if curable, is not cured to the Company's reasonable satisfaction within thirty (30) days of written notice thereof; or (E) engages in misconduct that is demonstrably and materially injurious to the Company, including, without limitation, willful and material failure to perform his duties as an officer or Executive of the Company or excessive absenteeism unrelated to illness or vacation.

        (d)   Termination by Executive for Good Reason.