EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of January 9, 2008 by and between
NovaBay Pharmaceuticals, Inc. (“Company”) and Thomas J. Paulson (“Executive”).
The Company and Executive desire to formalize and reflect Executive’s employment under the terms and conditions of this
NOW, THEREFORE, in consideration of the foregoing recital, the mutual covenants herein contained and for other good
and valuable consideration, the parties hereto hereby agree as follows:
A. Position and Responsibilities . The Company hereby employs the Executive as its Chief Financial Officer (“CFO”).
Executive shall do and perform all such services and acts as necessary or advisable to fulfill the duties and obligations of said
position and/or such other and/or additional responsibilities as reasonably delegated to Executive by Executive’s superior
and/or the Company’s Board of Directors (the “Board”) typically performed by a CFO consistent with the Company’s Bylaws.
B. Term . Executive’s employment with the Company is at-will and shall be governed by the terms of this Agreement,
commencing on January 9, 2008 and continuing to and including December 31, 2011, unless this Agreement is terminated at
some earlier time in accordance with the terms of this Agreement.
C. Devotion . Except as heretofore or hereafter excepted by the Company in writing, during the term of this Agreement,
Executive (i) shall devote full time and attention to the foregoing responsibilities, (ii) shall not engage in any other business or
other activity which may materially interfere with Executive’s performance of said responsibilities, and (iii) except as to any
investment made in a publicly traded entity not amounting to more than 1% of its outstanding equity, shall not, directly or
indirectly, as an employee, consultant, partner, principal, director or in any other capacity, engage or participate in any business
that is in competition with the Co