Presdient Employment Agreement - Brett Richman

EXHIBIT 10.9
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EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
--------- _______, 1998 between [NL Acquisition Co., Inc.], a Delaware corporation (the
"Company") and Brett Richman (the "Executive"). - -------- ---------


R E C I T A L S
- - - - - - - -


A. This Agreement is entered into in connection with the acquisition by the Company of Northridge Laboratories, Inc., a California corporation ("NL") pursuant to that certain Agreement and Plan of Merger dated ______, 1998 (the
"Merger Agreement") by and among the Company, its wholly-owned subsidiary NL - ----------------- Acquisition Co., Inc., a Delaware corporation, NL, and the shareholders of NL.


B. The Company desires to employ the Executive, and the Executive desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement.


AGREEMENT
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NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the Company and the Executive hereby agree as follows:


1. Employment.
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(a) Subject to the terms and conditions contained herein, the Company employs the Executive, and the Executive accepts such employment, from the date hereof until the earlier of (i) ________, 2000 or (ii) the date such employment is terminated pursuant to Section 4 of this Agreement. During the Executive's employment under this Agreement, the Executive shall perform such duties for the Company as may from time to time be assigned to the Executive by the Board of Directors of the Company (the "Board"). The Executive shall have the title of President and such other titles as from time to time may be assigned to the Executive by the Board. The Executive will report to the Board, which will include the President of [parent].
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(b) The Executive will devote his entire business time, energy, attention and skill to the services of the Company and its affiliates and to the promotion of their interests. So long as the Executive is employed by the Company, the Executive shall not, without the written consent of the Company:


(i) engage in any other activity for compensation, profit or other pecuniary advantage, whether received during or after the term of this Agreement; provided, however, the Executive may spend a small portion of his time in the purchase and sale of antiques for profit so long as such activity does not materially affect the performance of his duties hereunder.


(ii) render or perform services of a business, professional, or commercial nature other than to or for the Company, either alone or as an employee,


consultant, director, officer, or partner of another business entity, whether or not for compensation, and whether or not such activity, occupation or endeavor is similar to, competitive with, or adverse to the business or welfare of the Company; or


(iii) invest in or become a shareholder of another corporation or other entity; provided, that the Executive's investment solely as
-------- a shareholder in another corporation shall not be prohibited hereby so long as such investment (i) is not in excess of two percent (2%) of any class of shares that are traded on a national securities exchange or quoted on the NASDAQ National Market, or (ii) in any privately-held entity where he is solely a passive investor, does not serve as an officer, director or consultant, and where his investment is not in excess of ten percent (10%) of any class of securities.


(c) The Executive may continue his past practice of managing the affairs of the Company during the winter seasons from his home in Vail, Colorado, for a significant portion of the time, so long as there is not a material adverse effect on the Company or its business.


(d) The Executive shall make up to four one-month trips to Asia annually to conduct the business of the Company, or at the request of [the
--- President of parent], the business of [parent] or its affiliates. - ------------------- ------


2. Location of Employment. The Executive's principal place of
---------------------- employment, subject to Section 1(c) above, shall be at the executive offices of the Company located in Chatsworth, California, or in the same general area; provided, that at the direction of the Board, the Executive may from time to - -------- time be required to travel to various domestic and foreign locations.


3. Compensation.
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(a) In exchange for full performance of the Executive's obligations and duties under this Agreement, the Company shall pay the Executive a base salary at a monthly rate of $20,833.33, payable in accordance with the Company's standard payroll practices. In any month in which the Executive shall be employed for less than the entire number of days in such month, the compensation payable under this Section 3(a) shall be prorated on the basis of the number of days during which the Executive was actually employed divided by the number of days in such month. The base salary described in subsection (a) hereof is a gross amount, and the Company shall be required to withhold from such amount deductions with respect to Federal, state and local taxes, FICA, unemployment compensation taxes and similar taxes, assessments or withholding requirements.


(b) In addition to the base salary, Executive shall be entitled to a performance bonus (the "Bonus") at the discretion of the Board.
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(c) During the Executive's employment under this Agreement, the Executive shall also be reimbursed by the Company for reasonable business expenses actually incurred or paid by the Executive, consistent with the policies established by the Board, in rendering to the Company the services provided for in this Agreement, upon presentation of expense statements or such other supporting information as is consistent with the policies of the Company. Expenses for Asian trips shall be consistent with past practice.


(d) The Executive shall be entitled to 20 business days vacation for each full year of employment under this Agreement, which vacation time will accrue in accordance with the vacation policy of the Company.


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(e) The Executive shall be entitled to participate in all benefit plans (including deferred compensation plans and any medical, dental or life insurance plans) which shall be available from time to time to the management employees of the Company generally, except to the extent such participation in any plan would alter the intended tax treatment of such plan; provided, however,
-------- ------- that the Executive shall have no right under this Agreement to participate in any additional stock option, stock purchase or other plan relating to shares of capital stock of the Company or its affiliates. The Executive acknowledges and agrees that the Board may in its discretion terminate at any time or modify from time to time any such benefit plans.


(f) The Company shall provide to the Executive the use of a 1998 BMW 740i (the "Car") and pay for normal gas, maintenance and insurance with respect to the Car.


4. Termination.
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(a) The employment of the Executive under this Agreement may be terminated by the Company immediately upon giving the Executive notice if the Executive has been unable to discharge his essential job duties by reason of illness or injury for either (A) a period of ninety (90) consecutive days or (B) one hundred eighty (180) days in any twelve-month period. In the event of any dispute regarding the existence of Executive's Disability hereunder, the matter will be resolved by the determination of a majority of three physicians qualified to practice medicine in Los Angeles, one to be selected by each of Executive and the Board and the third to be selected by the two designated physicians. For this purpose, Executive will submit to appropriate medical examinations.


(b) The employment of the Executive under this Agreement shall terminate on the date of the Executive's death.


(c) The employment of the Executive under this Agreement may be terminated by the Company for Cause. For purposes of this Agreement, "Cause" shall mean (i) the willful failure or refusal ...