exhibit1025.htm


    Exhibit
10.25

    [Prestige
Brands, Inc. Letterhead]

    


    


    


    Mark
Pettie

    Chairman
and CEO

    


     

             July 17, 2007

    


    


    


    Dr. Eric
Millar

    31
Landing Drive

    Dobbs
Ferry, New York  10522

    


    Dear
Eric:

    


    I refer
to Peter Mann’s letter of January 18, 2007 confirming an offer to you related to
your possible retirement from the Company.

    


    The
purpose of this letter is, as a matter of mutual convenience, to extend that
offer from its current expiration of July 17, 2007 until August 31, 2007. Other
than the extension of the expiration of the offer, all other terms of the letter
of January 18, 2007 remain in effect. If you should decide to accept the
following offer, upon your signature and pursuant to the terms set forth below,
this offer shall become a binding agreement between you and the
Company.

    


    Very truly yours,

     

    


    /s/Mark Pettie

    Mark Pettie

    Agreed to
and accepted:

    


    


    /s/Eric M.
Millar                                                                           

    Dr. Eric
Millar

    July 17,
2007

    


    


    90
North Broadway     Irvington, New
York  10533

    phone:
(914) 524-6882     fax:  (914)
524-7401    email:
mpettie@prestigebrandsinc.com

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    [Prestige
Brands, Inc. Letterhead]

    


    


    


    Stephen
R. O’Brien

    Vice
President, Human Resources

    


    


    August
30, 2007

    


    


    Mr. Eric
Millar

    Office

    


    Dear
Eric;

    


    As
discussed today, Prestige Brands will honor your request to delay receiving your
severance benefits until April 1, 2008. In addition, Prestige Brands agrees to
keep you and your spouse on our Medical and Dental Insurance plans from October
1, 2007 to March 31, 2008.  In order to accommodate this request you
agree to pay Prestige Brands 100% of the cost of these programs for this six
month period. The monthly cost for your current Medical and Dental Insurance
coverage will be $1,214.51.

    


    This six
month delay in receiving your severance benefits does not impact any part of
your severance agreement with the company nor impact your future COBRA rights.
With this change, your Medical and Dental insurance coverage referenced in your
severance agreement will begin on April 1, 2008 and end as of March 31,
2009.

    


    Sincerely,

    


    


    


    /s/Stephen
R. O’Brien

    


    Cc:           Lynda
Yazzolino

    


    


    


    /s/Eric M. Millar                    8/30/2007

    Eric
Millar                                                                Date

    


    


    


    90
North Broadway     Irvington, New
York  10533

    phone:
(914) 524-6882     fax:  (914)
524-7401    email:
mpettie@prestigebrandsinc.com

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    [Prestige
Brands, Inc. Letterhead]

    


    


    


    Peter
C. Mann

    Chairman
and CEO

    


    


    January
18, 2007

    


    Dr. Eric
Millar                                                                                                                                                                 CONFIDENTIAL

    31
Landing Drive

    Dobbs
Ferry, New York  10522

    


    Dear Dr.
Millar:

    


    The
purpose of this letter is to confirm the terms of an offer to you that has been
authorized by the Boards of Directors of Prestige Brands Holdings, Inc., and
Prestige Brands, Inc. (collectively, “Prestige” or “Company”). After you have
read this offer, the Board suggests that you obtain counsel to review the terms
of this offer and then discuss the matter with your spouse prior to formally
responding.  It is the intention of the Company that this offer be
irrevocable for a period of six months, or until July 17, 2007.  If
you should decide to accept the following offer, upon your signature and
pursuant to the terms set forth below, this offer shall become a binding
Agreement between you and the Company (hereinafter, the
“Agreement”).

    


    This
offer is in recognition of the unique and valuable contribution made by you to
the public company that Prestige has become and your willingness to cooperate in
transitioning your responsibilities to your successor.

    


    As you
know, to date, your employment with Prestige has been governed by an Amended and
Restated Senior Management Agreement (“SMA”) dated February 4, 2005. From time
to time, you may be referred to as “you” or “Employee” in the following
offer.

     

    The
components of the offer, which will become the Agreement in the event that you
accept it, are as follows:

     

    
      	
               
      

            	
              1.

            	
              Incorporation by
      Reference.  Except as modified by the terms of this
      Agreement, Sections 1, 2, 3, 5, 6, 7(b), 8, 9, 10, 11, and 12 (but not
      Section
      12(g) thereof, concerning choice of law) of the Amended and
      Restated Senior Management Agreement between and among Prestige
      International Holdings, LLC; Prestige Brands Holdings, Inc.; Prestige
      Brands, Inc.; and Eric Millar, dated February 4, 2005 (the “SMA”), as they
      may heretofore from time to time have been amended by the Board of
      Directors of the Company and the Compensation Committee thereof, are
      reaffirmed and are incorporated herein by
  reference.

            


    

     

    90
North Broadway     Irvington, New
York  10533

    phone:
(914) 524-6801     fax:  (914)
524-6802    email: pmann@prestigebrandsinc.com

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              2.

            	
              Work at
      Home. Effective on a date to be chosen by the
      Company, but in any event prior to September 30, 2007, you will resign as
      an officer of Prestige by means of a written instrument that is
      substantially similar to the model letter of resignation that is annexed
      hereto as Exhibit A. Once you accept this offer and execute this
      Agreement, the Company will thereafter set your resignation date (the
      “Resignation Date”) which will be prior to September 30, 2007. Prior to
      the Resignation Date your efforts will be primarily in the area of
      transitioning your responsibilities to your replacement. For a period of 1
      year following your resignation date you will become a “Work At Home”
      employee with no specific daily responsibilities that would require your
      presence at Prestige’s offices for a period of one year. During this “Work
      At Home” period, you will be called upon from time to time to provide
      advice, information or guidance to Prestige, but only with ample advance
      notice and response time built in. You may be invited to come to the
      Prestige offices, from time to time, at the Company’s initiation.
      Notwithstanding the foregoing, you will be under no obligation to travel
      or provide services according to a predetermined schedule. All company
      property, including but not limited to your blackberry, your mobile phone,
      company files and other property will be returned to the Company prior to
      the “Work At Home” period. Notwithstanding the foregoing, you will have
      the option of purchasing your laptop at its net book value at the
      commencement of your “Work At Home”
period.

            


    

     

    
      	
               
      

            	
              3.

            	
              Salary
      Continuation.  After your resignation as an officer of
      the Company your current salary and benefits, including bonus eligibility,
      will continue. During the year beginning on April 1, 2007 and continuing
      through the Work At Home period, your annual salary rate shall be $213,000
      and shall be paid twice monthly, consistent with the Company’s normal
      payroll practices. During the “Work At Home” period, your health, dental,
      death and disability insurance benefits shall continue; but your 401(k),
      vacation and cafeteria plans will not continue. Your salary shall be paid
      notwithstanding any consulting or other non-company employment you may
      choose to undertake, so long as you are not in breach of the terms set
      forth in this offer. Notwithstanding the foregoing, to the extent that the
      salary payments required by this Section 3 may
      be deemed part of a nonqualified deferred compensation  plan
      described in Section 409A of the Internal Revenue Code (the “Code”), see 26 U.S.C.
      § 409A (2006), those payments may be deferred as may be required to
      avoid adverse tax consequences to the Employee; if any such deferral is
      made, however, the payment of all accrued unpaid salary shall be made in
      one lump sum not more than two weeks after the earliest date permitted for
      that purpose by Section 409A(a)(2)(B)(i) of the Code; and all further
      payments shall be made bi-weekly, consistent with the Company’s normal
      payroll practices.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              4.

            	
              Continued Vesting of
      Carried Shares.  For the balance of the fiscal year
      ending March 31, 2007, during the fiscal year beginning April 1, 2007 and
      during the “Work At Home” period, the Carried Shares (as defined in the
      SMA) held by you will continue to vest pursuant to the time schedule set
      forth in Section 2 of the SMA. Provided that you are not in breach of this
      Agreement on the last day of the “Work At Home” period, any remaining
      Unvested Carried Shares shall be repurchased by the Company on the last
      day of said period pursuant to Section 3 of the SMA. Your sale of any
      Vested Carried or Co-invest shares will continue to be subject to the
      terms and conditions set forth in Sections 5 and 6 of the
    SMA.

            


    

     

    
      	
               
      

            	
              5.

            	
              Bonus
      Eligibility.  During the fiscal year ending on March 31,
      2007, you will be eligible for an annual bonus, as determined by the
      Compensation Committee and the Board of Directors and also subject to the
      performance of the Company against the established bonus objectives. You
      will not
      be eligible to receive a bonus for the fiscal year beginning on April 1,
      2007. Notwithstanding the foregoing, on or about May 1, 2008, you will
      receive a payment equivalent to the greater of (i) the bonus paid to you
      for the fiscal year ending on March 31, 2007 (if any), or (ii) a target
      bonus of 45% of your entire day-to-day salary set forth in Section 3 of
      this Agreement.

            


    

     

    
      	
               
      

            	
              6.

            	
              Vacation.  Any
      accrued but unused vacation time for calendar years 2006 and 2007 will be
      paid to you, subject to applicable withholdings, promptly after beginning
      your “Work At Home” period. You will not accrue vacation during your “Work
      At Home” period.

            


    

     

    
      	
               
      

            	
              7.

            	
              Accelerated
      Vesting.  Effective immediately and throughout the term
      of this Agreement, if there should be a Sale of the Company (defined at
      Section 10 of the SMA) or if you should you die or become disabled, all of
      your Carried Shares shall become fully vested immediately upon the closing
      of the Sale of the Company or upon your death or the commencement of your
      disability.

            


    

     

    
      	
               
      

            	
              8.

            	
              Non-Disparagement.
      Effective immediately, and throughout the term of this Agreement, you
      agree not to disparage, criticize, defame, or make critical comment
      regarding Prestige or any of the directors, officers, or employees of
      Prestige in any writing, statement, or other written or oral
      communication. During the same period of time, the Company and its
      directors, officers and employees agree not to disparage, criticize,
      defame or make critical comment regarding you in any writing, statement,
      or other written or oral
communication.

            


    

     

    
      	
               
      

            	
              9.

            	
              Confidentiality.  You
      agree to maintain confidentiality of all non-public, trade secret or
      commercially sensitive information that has been revealed to you during
      the course of your employment, whether such information
  

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	was
      first obtained during your “Work At Home” period or at any time prior
      thereto. You agree that you will not disclose to any third parties,
      directly or indirectly (except to the extent required by law, or if
      requested by the Company), any such confidential or proprietary
      information (a) which has not been disclosed publicly by the Company, (b)
      which is otherwise not a matter of public knowledge or your personal
      knowledge from sources unrelated to the Company, or (c) which is a matter
      of public knowledge but you know that such information became a matter of
      public knowledge through an unauthorized disclosure. You further agree to
      treat this Agreement as confidential and will disclose its terms to no one
      other than your family members and your personal legal and financial
      advisors, with the understanding that such disclosures will be treated as
      confidential. Notwithstanding the foregoing, you will be permitted to
      disclose that this Agreement imposes upon you the duties set forth in
      Sections 8, 9 and 14 hereof.
	 	 	 
	
               
      

            	
              10.

            	
              Agreed
      Communication.  You and Prestige mutually agree and
      consent to the text of the communication attached hereto as Exhibit A,
      which may not and shall not be used for any purposes prior to the date
      upon which Employee resigns as an officer of the
  Company.

            


    

     

    
      	
               
      

            	
              11.

            	
              Termination of
      Employment. One year from your Resignation Date, your employment
      with Prestige shall cease altogether. As of that date, you will be
      afforded all customary and usual termination benefits, including but not
      limited to the option to purchase COBRA health insurance. In the event
      that any compensation to be paid to Employee pursuant to the terms of
      Section 3
      above is deemed to be a part of a nonqualified deferred compensation plan
      under Section 409A of the Code, and if such treatment for tax purposes
      causes Employee to become ineligible for COBRA benefits for anything less
      than the full term of such benefits to which he would otherwise be
      entitled, then the Company shall continue to provide full health benefits
      to Employee, at the Company’s sole expense, for eighteen
      months.

            


    

     

    
      	
               
      

            	
              12.

            	
              Release of
      Claims. As a condition precedent to this Agreement, you agree to
      execute a release in the form of Exhibit C hereto. You further acknowledge
      by your initials appearing at the end of this Section 12 that
      Prestige has encouraged you to obtain counsel and to review this Agreement
      prior to execution. /s/EMM

            


    

     

    
      	
               
      

            	
              13.

            	
              Restriction on Sale of
      Restricted Stock.  You acknowledge that you have been
      advised of the possibility that the Company will participate in a
      registered offering of the Company’s common stock (the
      “Offering”).  In the event that such a registered offering is
      consummated, and as a condition of this Agreement, you agree that you will
      limit your participation in said offering to not more than the lesser of
      (a) the sum of 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	the
      number of Vested Shares and Co-Invest Common Shares that you own on the
      date that such offering is consummated, or (b) twenty-five percent (25%)
      of the total number of Common Shares that you own on the date that such
      offering is consummated. Notwithstanding anything to the contrary herein
      or in the SMA, including Section 5(b)
      thereof, you will retain the right to Transfer, at any future date, the
      difference between the number of shares (i) that, but for the limitations
      set forth in the immediately preceding sentence, you would otherwise be
      entitled to sell and (ii) the amount that you actually do sell, provided that you may
      Transfer up to that entire difference in a single transaction or a series
      of transactions, occurring either on a single date or on several dates, at
      your sole election. Otherwise, the sale restrictions imposed by the SMA
      will remain in full force and effect. You also agree to cooperate in this
      or other similar Company activities, as requested, to the extent that it
      is reasonably possible to do so.
	 	 	 
	
               
      

            	
              14.

            	
              Non-Compete. So
      long as the Company is not in breach of its obligations under this
      Agreement and the release that is annexed hereto as Exhibit C, during the
      two-year period beginning on your Resignation Date, you agree not to
      compete with the Company in the areas of: (a) OTC cryogenic wart treatment
      products, (b) Devices for treatment or management of bruxism, (c) Liquid
      OTC sore throat treatment products and lozenges, (d) Inter-proximal
      devices, (e) Copper scrubbers, (f) powdered cleansers and (g) pediatric
      OTC medicinal products, except with the express written consent of the
      Company (which consent shall not be unreasonably
  withheld).

            


    

     

    
      	
               
      

            	
              15.

            	
              Lawful
      Process.  Nothing set forth herein shall preclude you
      from responding to any subpoena or other lawful process or order, nor
      shall anything herein preclude you from discussing the terms of this
      Agreement or the release that is annexed hereto as Exhibit C with your
      spouse, your attorney, your tax advisor, or your accountant. You may also
      disclose the terms of this Agreement as necessary to enforce your rights
      under this Agreement.

            


    

     

    
      	
               
      

            	
              16.

            	
              Death.  In
      the event of your death or disability, all amounts payable to you
      hereunder shall be paid to your estate or, if you are still living, to
      you, as though you had fully performed all of your obligations hereunder
      through October 1, 2008.

            


    

     

    
      	
               
      

            	
              17.

            	
              Indemnity. The
      Company agrees to indemnify, defend and hold you harmless against any
      judgments, expenses, costs, attorneys’ fees, fines, or other amounts that
      you may incur for liabilities that arise out of any proceedings, class
      action suits, lawsuits, mediations, arbitrations, depositions, or
      litigation of any kind or nature whatsoever, now pending or that may later
      be brought or threatened against you by reason of the fact that you were
      an employee of the Company, in accordance with the
  

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	Company’s
      indemnification provisions existing on the date of execution of this
      Agreement. These rights are in addition to any other rights that you may
      have under the Company’s bylaws, the laws of the State of New York, the
      Delaware General Corporation Law, and any other applicable laws or
      regulations.
	 	 	 
	
               
      

            	
              18.

            	
              No Future Long Term
      Incentive Awards. In consideration of the benefits conferred
      herein, you acknowledge that you will receive no additional Long Term
      Incentive Awards, either in calendar year 2007 or 2008, or at any time
      subsequent thereto.

            


    

     

    
      	
               
      

            	
              19.

            	
              Attorney’s
      Fees. The Company will reimburse any reasonable attorney’s fees
      incurred by you in connection with the review and negotiation of this
      document in an amount not to exceed
$2,500.

            


    

     

    
      	
               
      

            	
              20.

            	
              Amendment and
      Waiver. Nothing in this Agreement abrogates or otherwise amends
      Section
      12(k) of the SMA.

            


    

     

    


     

    If the
terms of this offer are acceptable to you, please supply the appropriate date
and then execute this offer in the presence of a witness, who must also sign
this offer. Then return two copies of the signed offer to us so that it may be
countersigned by Peter C. Mann. Upon Mr. Mann’s signature, this offer will
become the Agreement retroactive to the date on which you executed
it.

     

    Agreed to
and accepted this 16th day of January, 2007.

     

    


     

    
    

     

    
      	/s/Eric M.
      Millar              August 30,
      2007 	 	/s/Peter C.
      Mann	 
	Eric
Millar	 	By:    Peter
      C. Mann	 
	 	 	Chief Executive
      Officer of the Company	 
	 	 	 	 
	 	 	 	 
	/s/Stephen R.
      O’Brien	 	 	 
	Witness