exhibit101.htm


    EXHIBIT
10.1

     

    EXECUTION
VERSION

     

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into by and between
PRESTIGE BRANDS HOLDINGS,
INC. (the “Company”) and MATTHEW MANNELLY (“Executive”)
as of September 2, 2009 (the “Effective Date”).

     

    W I T N E S S E T
H:

     

    WHEREAS, the Company desires
to employ Executive, and Executive desires to enter into the employ of the
Company, on the terms and conditions contained in this Agreement;

     

    NOW, THEREFORE, in consideration of
the promises and mutual agreements contained herein and intending to be legally
bound hereby, the parties hereto agree as follows:

     

    
      	
              1.  

            	
              EMPLOYMENT.

            


    

     

    Subject
to the terms and conditions of this Agreement, the Company hereby employs
Executive as its Chief Executive Officer, reporting to the Board of Directors of
the Company (the “Board”).

     

    
      	
              2.  

            	
              DURATION OF
      AGREEMENT.

            


    

     

    2.1 Initial
Term.  Executive’s
employment shall begin as of the Effective Date, and shall continue until August
31, 2012, unless extended pursuant to Section 2.2, or
earlier terminated pursuant to any of Articles 5, 6, 7, or 8.  The
specified period during which this Agreement is in effect is the
“Term.”

     

    2.2 Extensions
of Term. For purposes of this
Agreement, September 1, 2012 and each September 1 thereafter shall be referred
to as an “Anniversary Date,” and the one-year period from each Anniversary Date
to the next shall be referred to as a “Contract Year.”  On each
Anniversary Date, beginning September 1, 2012, unless either party to this
Agreement has notified the other in writing not less than six (6) months prior
to such Anniversary Date of that party’s intention to allow this Agreement to
expire and not be renewed at the end of the then-current Term, the Term shall
automatically be extended for one Contract Year on and from the applicable
Anniversary Date.

     

    
      	
              3.  

            	
              POSITION AND
      DUTIES.

            


    

     

    3.1 Position.  Executive shall
serve as the Company’s Chief Executive Officer and, in that capacity, perform
such duties and have such responsibilities as may be prescribed from time to
time by the Board that are reasonably consistent with the position of Chief
Executive Officer and consistent with the Company’s organizational
documents.  At the beginning of the Term, the Company shall appoint
Executive to the Board and, so long as Executive is serving as Chief Executive
Officer, the Company shall nominate Executive for election as a member of the
Board at each meeting of the Company’s shareholders at which the election of
Executive is subject to a vote by the Company’s shareholders and shall recommend
that the shareholders of the Company vote to elect Executive as a member of the
Board. From time to time, Executive also may be 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    designated
to such other offices within the Company or its subsidiaries and affiliates as
may be necessary or appropriate for the convenience of the businesses of the
Company and its subsidiaries and affiliates.

     

    3.2 Full-Time
Efforts.  Executive shall
perform and discharge faithfully, diligently and to the best of his ability his
duties and responsibilities to the Company, devote his full-time efforts to the
business and affairs of the Company, and not devote time to activities or
interests that would impair his ability to perform his obligations to the
Company.  Executive shall not be precluded from reasonable charitable
and community activities and industry or professional activities, or managing
his personal business interests and investments, so long as such activities do
not interfere with the performance of Executive’s responsibilities under this
Agreement.  Executive shall promote the best interests of the Company
and take no action that in any way damages the public image or reputation of the
Company, its subsidiaries or its affiliates.

     

    3.3 Work
Standard.  Executive shall
at all times comply with and abide by all terms and conditions set forth in this
Agreement, all applicable work policies, procedures and rules as may be issued
by Company from time to time, and all federal, state and local statutes,
regulations and public ordinances applicable to the performance of his duties
hereunder.

     

    3.4 No
Employment Restriction.  Executive
represents and covenants that his employment by the Company hereunder does not
violate any agreement or covenant to which he is subject or by which he is bound
and that there is no such agreement or covenant that could restrict or impair
his ability to perform his duties or discharge his responsibilities to the
Company.

     

     

    
      	
              4.  

            	
              COMPENSATION AND
      BENEFITS.

            


    

     

    4.1 Base
Salary.  Subject to the
terms and conditions set forth in this Agreement,  during the term the
Company shall pay Executive, and Executive shall accept a base salary (“Base
Salary”) at the rate of Five Hundred and Twenty Thousand Dollars ($520,000) per
annum.  The Base Salary shall be paid in accordance with the Company’s
normal payroll practices and pro rated for partial periods, if any, based on the
actual number of days in the applicable period.  The Executive shall
be entitled to periodic performance reviews (no less frequently than annually),
the first of which shall take place on or before August 2011. Beginning with the
Contract Year commencing September 1, 2012 and for each subsequent Contract
Year, Executive shall be eligible for increases in Base Salary during each
Contract Year, as may be determined and approved by the Board, taking into
account the factors that the Board then considers relevant to the salaries of
its executives.

     

    4.2 Incentive,
Savings and Retirement Plans.  During the Term,
Executive shall be eligible to participate in all incentive (including, without
limitation, long-term incentive plans), savings and retirement plans, welfare
benefit plans, practices, policies and programs (including, without limitation,
as applicable, medical, prescription, dental, disability, executive life, group
life, accidental death and travel accident insurance plans and programs)
applicable generally to senior executive officers of the Company (“Senior
Executives”), and on the same basis as such 

     

    
      
        
        

      

      
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    Senior
Executives, except as to benefits that are specifically applicable to Executive
pursuant to this Agreement.  Without limiting the foregoing, the
following provisions shall apply with respect to Executive:

     

    
      	
              (a)  

            	
              Annual Incentive Bonus
      Plan.  Executive shall be entitled to an annual incentive
      bonus opportunity, the amount and terms of which shall be determined by
      the Compensation Committee of the Board (the “Committee”), except as set
      forth in the next sentence.  The Executive’s annual target
      (subject to such performance and other criteria as may be established by
      the Committee) incentive bonus shall be 90.0% of Base Salary, subject to
      proration for partial periods, if any.  Notwithstanding the
      foregoing and for purposes of the Executive’s bonus for the 2010 fiscal
      year only, the Executive’s target incentive bonus shall be
      $293,000.  The performance and other criteria in respect of any
      such bonus shall be determined by the Committee in its sole
      discretion.

            


    

     

    
      	
              (b)  

            	
              Signing
      Payment.  Executive shall be entitled to a one-time
      signing payment of $175,000, to be paid at the first regular pay period
      after the Effective Date.  The amount of annual incentive bonus
      earned pursuant to Section 4.2(a) for the Company’s 2010 fiscal year, if any,
      shall be in addition to the amount of the signing
  payment.

            


    

     

    
      	
              (c)  

            	
              Equity
      Awards.  The Company shall grant to the Executive the
      following equity awards on the Effective
Date:

            


    

     

    
      	
              (i)  

            	
              Stock
      options to purchase 1,125,000 shares of the Company’s common stock
      pursuant to the Option Agreement set forth as Exhibit
      A hereto (the “Option
Award”).

            


    

     

    
      	
              (ii)  

            	
              135,000
      shares of Restricted Stock pursuant to the Restricted Stock Award
      Agreement set forth as Exhibit
      B hereto (the “Restricted Stock
Award”).

            


    

     

    
      	
              (d)  

            	
              Vacation.  During
      each year through the Term, Executive shall be granted four (4) weeks’
      paid vacation in accordance with the Company’s vacation policy as in
      effect and as approved by the Committee from time to time.  The
      timing of paid vacations shall be scheduled in a reasonable manner by the
      Executive.

            


    

     

    
      	
              (e)  

            	
              Business
      Expenses.  Executive shall be reimbursed for all
      reasonable business expenses incurred in carrying out his duties hereunder
      in accordance with the policies, practices and procedures of the Company
      as in effect from time to time.  Executive shall be entitled to
      be reimbursed for an annual executive medical examination in accordance
      with the Company’s policies as in effect from time to
  time.

            


    

     

    
      	
              (f)  

            	
              No Other
      Benefits.  Executive will not be entitled to any benefit
      or perquisite other than as specifically set out in this Agreement or
      agreed to in writing by the Company.  In particular, while the
      Board could determine otherwise, 

            


    

     

    
      
        
        

      

      
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      	 	neither Executive
      nor the Company presently anticipate additional Long-Term Equity Incentive
      Plan (the “LTIP Plan”) awards for the initial Term of this Agreement or,
      if this Agreement is extended, for either of the first two Contract
      Years.


    

     

    
      	
              5.  

            	
              TERMINATION FOR
      CAUSE.

            


    

     

    5.1 This
Agreement may be terminated immediately at any time by the Company without any
liability owing to Executive or Executive’s beneficiaries under this Agreement,
except Base Salary through the date of termination and benefits under any plan
or agreement covering Executive (which benefits shall be governed by the terms
of such plan or agreement), under the following conditions, each of which shall
constitute “Cause” or “Termination for Cause”:

     

    
      	
              (a)  

            	
              Any
      willful act by Executive involving fraud and any willful breach by
      Executive of applicable regulations of competent authorities in relation
      to trading or dealing with stocks, securities, investments, regulation of
      the Company’s business and the like which, in each case, a majority of the
      Board determines in its sole and absolute good faith discretion materially
      adversely affects the Company or Executive’s ability to perform his duties
      under this Agreement;

            


    

     

    
      	
              (b)  

            	
              Attendance
      at work in a state of intoxication or otherwise being found in possession
      of any prohibited drug or substance, possession of which would amount to a
      criminal offense;

            


    

     

    
      	
              (c)  

            	
              Executive’s
      personal dishonesty or willful misconduct, in each case in connection with
      his employment by the Company;

            


    

     

    
      	
              (d)  

            	
              Breach
      of fiduciary duty or breach of the duty of loyalty to the Company which a
      majority of the Board determines in its sole and absolute good faith
      discretion materially adversely affects the Company or Executive’s ability
      to perform his duties under this
Agreement;

            


    

     

    
      	
              (e)  

            	
              Assault
      or other act of violence against any employee of the Company or other
      person during the course of his
employment;

            


    

     

    
      	
              (f)  

            	
              Indictment
      of the Executive for any felony (other than minor traffic offenses) or any
      crime involving moral turpitude;

            


    

     

    
      	
              (g)  

            	
              Intentional
      breach by the Executive of any provision of this Agreement or of any
      Company policy adopted by the Board not cured within 30 days after notice
      from the Board;

            


    

     

    
      	
              (h)  

            	
              The
      willful continued failure of Executive to perform substantially
      Executive’s duties with the Company (other than any such failure resulting
      from incapacity due to Disability) if not cured within 30 days after a
      written demand for substantial performance is delivered to Executive by a
      majority of 

            


    

     

     

    
      
        
        

      

      
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      	 	the Board that
      specifically identifies the manner in which such Board believes that
      Executive has not substantially performed Executive’s
      duties.  For clarity, the failure of the Company to meet its
      business plans shall not be, in and of itself, grounds for Termination for
      Cause.


    

     

    5.2 Board
Determination of Cause.  For purposes of Section 5.1, a
majority of the Board (excluding Executive) shall determine in its sole and
absolute good faith discretion whether Cause exists.

     

    
      	
              6.  

            	
              TERMINATION UPON
      DEATH.

            


    

     

    Notwithstanding
anything herein to the contrary, this Agreement shall terminate immediately upon
Executive’s death, and the Company shall have no further liability to Executive
or his beneficiaries under this Agreement, other than for payment of Accrued
Obligations (as defined in Section 8.2(a), and
the timely payment or provision of Other Payments (as defined in Section 8.2(c)(1)),
including without limitation benefits under such plans, programs, practices and
policies relating to death benefits, if any, as are applicable to Executive on
the date of his death.  This payment shall be paid in a lump sum to
the Executive’s estate within 90 days after the Company is given notice of the
Executive’s death.  The rights of the Executive’s estate with respect
to stock options and restricted stock, and all other benefit plans, shall be
determined in accordance with the specific terms, conditions and provisions of
the applicable agreements and plans.

     

    
      	
              7.  

            	
              DISABILITY.

            


    

     

    If the
Company determines in good faith that the Disability of Executive has occurred
during the Term (pursuant to the definition of Disability set forth below), it
may give to Executive written notice of its intention to terminate Executive’s
employment.  In such event, Executive’s employment with the Company
shall terminate effective on the 30th day after receipt of such written notice
by Executive (the “Disability Effective Date”), provided that, within the 30
days after such receipt, Executive shall not have returned to full-time
performance of Executive’s duties.  If Executive’s employment is
terminated by reason of his Disability, this Agreement shall terminate without
further obligations to Executive, other than for payment of Accrued Obligations
(as defined in Section
8.2(a) and the timely payment or provision of Other
Payments (as defined in Section 8.2(c)(1),
including without limitation benefits under such plans, programs, practices and
policies relating to disability benefits, if any, as are applicable to Executive
on the Disability Effective Date.  The rights of the Executive with
respect to stock options and restricted stock, and all other benefit plans,
shall be determined in accordance with the specific terms, conditions and
provisions of the applicable agreements and plans.  Notwithstanding
the foregoing, it is the intention of the Company and Executive that should he
be terminated by reason of Disability before he is eligible for long-term
disability benefits under the Company’s long-term disability plans and policies
on the Disability Effective Date, that the Company would continue to employ
Executive until such time as Executive has become eligible for such long-term
disability benefits.  During this period: the Company would be
entitled to appoint a new Chief Executive Officer and Executive would cease to
occupy such position (which change would not be an event constituting Good
Reason); the Company would not be obligated to maintain Executive’s salary at
its current level; and Executive’s LTIP awards would 

     

    
      
        
        

      

      
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not
continue to vest.  It is not intended that the amount of benefits for
which Executive is eligible under the Company’s short- or long-term disability
plans that would have obtained if Executive’s salary remained the same
throughout the period would be diminished, or that the Company would incur
through these arrangements additional financial or other liabilities to the
insurers providing its disability plans.  To give effect to this
intention, promptly after Executive becomes employed, the Company and Executive
shall meet with the Company’s insurers and negotiate in good faith an agreement
giving effect to the arrangements described above as nearly as
practicable.

    

     

    For
purposes of this Agreement, “Disability” means the Executive’s inability by
reason of mental or physical incapacity, illness or disability to perform his
duties hereunder for a period of either 90 consecutive days or an aggregate of
120 days in any 12 month period, as determined by the Board in its sole
discretion.

     

    
      	
              8.  

            	
              TERMINATION OF
      EMPLOYMENT FOR GOOD REASON OR WITHOUT
  CAUSE.

            


    

     

    8.1 Executive’s
Termination of Employment for Good Reason.  Executive’s
employment may be terminated at any time by Executive for Good Reason or no
reason.  For purposes of this Agreement, “Good Reason” shall
mean:

     

    
      	
              (a)  

            	
              Other
      than his removal for Cause pursuant to Article 5,
      without the written consent of Executive, the assignment to Executive of
      any duties inconsistent in any material respect with Executive’s position
      (including status, offices, titles and reporting requirements), authority,
      duties or responsibilities as in effect on the Effective Date, or any
      other action by the Company which results in a demonstrable diminution in
      such position, authority, duties or responsibilities; but excluding, for
      this purpose an isolated, insubstantial and inadvertent action not taken
      in bad faith and which is remedied by the Company promptly after receipt
      of notice thereof given by
Executive;

            


    

     

    
      	
              (b)  

            	
              A
      reduction by the Company in Executive’s Base Salary as in effect on the
      Effective Date or as the same may be increased from time to
      time;

            


    

     

    
      	
              (c)  

            	
              A
      reduction by the Company in Executive’s annual target incentive bonus
      (expressed as a percentage of Base Salary) during the Term unless such
      reduction is a part of an across-the-board decrease in target incentive
      bonuses affecting all other Senior Executives, in which case Good Reason
      shall exist only if the decrease (considered as a percentage relative to
      the prior percentage used to determine annual target incentive bonus) to
      Executive is disproportionately
large;

            


    

     

    
      	
              (d)  

            	
              The
      Company’s giving notice under Section 2.2 of its intention not to renew this Agreement
      unless at the time of such notice the Company could terminate this
      Agreement and Executive’s employment for “Cause,” or for Disability, or if
      Executive shall have reached the age of 65 by the applicable Anniversary
      Date;

            


    

     

    
      
        
        

      

      
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              (e)  

            	
              The
      Company’s requiring Executive, without his consent, to be based at any
      office or location more than fifty (50) miles from the Company’s current
      headquarters in Irvington, New
York;

            


    

     

    
      	
              (f)  

            	
              The
      material breach by the Company of any provision of this
      Agreement;

            


    

     

    
      	
              (g)  

            	
              A
      “Change in Control” (as defined in the LTIP Plan) occurs and the successor
      (if any and applicable) (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company fails to assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession had taken place, which
      shall be deemed to have occurred if, after the Change in Control,
      Executive is not the Chief Executive Officer or equivalent of a company
      whose shares are publicly traded on a recognized securities exchange or
      inter-dealer quotation system; or

            


    

     

    
      	
              (h)  

            	
              The
      failure of the Company to appoint Executive to the Board or, once
      Executive has been appointed to the Board, the failure to nominate
      Executive for election to the Board pursuant to Section
      3.1.

            


    

     

    Good
Reason shall not include Executive’s death or Disability.  Executive’s
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder, provided that
Executive raises to the attention of the Board any circumstance he believes in
good faith constitutes Good Reason within ninety (90) days after occurrence or
be foreclosed from raising such circumstance thereafter, provided that no such
obligation shall apply to any circumstance described in subparagraph (d)
above.  The Company shall have an opportunity to cure any claimed
event of Good Reason (other than under subparagraphs (g) or (d) above) within 30
days of notice from Executive before Executive may terminate for Good
Reason.

     

    If
Executive terminates his employment for Good Reason, he shall be entitled to the
same benefits he would be entitled to under Article 8 as if terminated without Cause subject to the execution
and effectiveness of a Release, to the extent required under Section
8.2.  If Executive terminates his employment without Good
Reason, this Agreement shall terminate without further obligations to Executive,
other than for payment of Accrued Obligations (as defined in Section 8.2(a) and the timely payment or provision of Other
Benefits (as defined in Section 8.2(c)(1)).

     

    8.2 Termination
of Employment Without Cause.  If Executive’s
employment is terminated by the Company without Cause prior to the expiration of
the Term (it being understood by the parties that termination by death or
Disability shall not constitute termination without Cause), then Executive shall
be entitled to the following benefits, subject to Section
8.4:

     

    
      	
              (a)  

            	
              The
      Company shall pay to Executive in a lump sum in cash within 30 days
      following the Executive's Termination of Employment, the sum of (i)
      Executive’s Base Salary through the date of termination to the extent not
      theretofore paid, (ii) any accrued expenses and vacation pay to the extent
      not theretofore paid, and (iii) unless Executive has elected a different
      payout date 

            


    

     

    
      
        
        

      

      
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      	 	in a prior deferral
      election, any compensation previously deferred by Executive under a plan
      other than a tax-qualified plan (together with any accrued interest or
      earnings thereon) to the extent not theretofore paid (the sum of the
      amounts described in subparagraphs (i), (ii) and (iii) shall be referred
      to in this Agreement as the “Accrued
Obligations”);


    

     

    
      	
              (b)  

            	
              Subject
      to the Executive’s execution and delivery of a Release, the Company shall
      pay to Executive, starting on the 60th day following the Executive’s
      Termination of Employment, in installments ratably over twelve (12) months
      in accordance with the Company’s normal payroll cycle and procedures, an
      amount equal to 1.5 times the sum of:  (i) Executive’s annual
      Base Salary in effect as of the date of termination; plus (ii) Executive’s
      Average Annual Incentive Bonus (as defined below).  For purposes
      of this Agreement, “Average Annual Incentive Bonus” means the average
      annual incentive bonus actually earned by Executive in the three fiscal
      years immediately preceding the fiscal year in which Executive’s
      Termination of Employment date falls, provided, however, that (A) if the
      Executive has been employed by the Company for fewer than three fiscal
      years, the Average Annual Incentive Bonus shall mean the average annual
      incentive bonus actually earned during the Term; (B) if the Executive is
      terminated during the Company’s 2010 fiscal year, Average Annual Incentive
      Bonus shall mean $293,000; and (C) for purposes of determining the Average
      Annual Incentive Bonus for any period after the Company’s 2010 fiscal
      year, the calculation of which includes the annual incentive bonus paid in
      respect of Company’s 2010 fiscal year, the 2010 annual incentive bonus
      shall be deemed to be the sum of (x) the amount earned under Section
      4.2(a) for fiscal 2010 plus (y) the amount
      paid under Section 4.2(b).

            


    

     

    
      	
              (c)  

            	
               Code Section 280G
      Excise Tax.

            


    

     

    
      	
              (1)  

            	
              In
      the event that any payment or benefit received or to be received by the
      Executive pursuant to the terms of this Agreement (the “Contract
      Payments”) or in connection with the Executive’s termination of employment
      or contingent upon a Change in Control (as defined in Code Section 280G
      and the regulations thereunder) pursuant to any plan or arrangement or
      other agreement with the Company or from any entity that is a member of
      the Company’s “affiliated group” (as defined under Code Section 1504(a)
      without regard to Code Section 1504(b)) (“Other Payments” and, together
      with the Contract Payments, the “Payments”) would be subject to the excise
      tax (the “Excise Tax”) imposed by Code Section 4999, as determined as
      provided below, the Company shall pay to the Executive, at the time
      specified in Section 8.2(c)(4) below, an additional amount (the
      “Gross-Up Payment”) such that the net amount retained by the Executive,
      after deduction of all taxes, interest and penalties (in each case
      relating to any excise tax under Section 4999, employment or ordinary
      income tax and not any tax imposed under Code Section 409A) and other
      amounts required to be paid upon the payment


            


    

     

    
      
        
        

      

      
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      	 	provided for by this
      Section
      8.2(c),
      and any such interest, penalties, or additions to employment or ordinary
      income tax payable by the Executive with respect thereto, shall be equal
      to the total present value of the Excise Taxes imposed upon the Payments;
      provided, however, that if the Executive’s Payments are less than 110% of
      the amount of the Payments which could be paid to the Executive under Code
      Section 280G without causing the imposition of the Excise Tax, then the
      Payment shall be limited to the largest amount payable (as described
      above) without resulting in the imposition of any Excise Tax (such amount,
      the “Capped Amount”).


    

     

    
      	
              (2)  

            	
              For
      purposes of determining the Gross-Up Payment, whether any of the Payments
      will be subject to the Excise Tax and the amounts of such Excise Tax, (i)
      the total amount of the Payments shall be treated as “parachute payments”
      within the meaning of Code Section 280G(b)(2), and all “excess parachute
      payments” within the meaning of Code Section 280G(b)(1) shall be treated
      as subject to the Excise Tax, except to the extent that, in the opinion of
      independent tax counsel selected by the Company’s independent auditors and
      reasonably acceptable to the Executive (“Tax Counsel”), a Payment (in
      whole or in part) does not constitute a “parachute payment” within the
      meaning of Code Section 280G(b)(2), or such “excess parachute payments”
      (in whole or in part) are not subject to the Excise Tax, (ii) the amount
      of the Payments that shall be treated as subject to the Excise Tax shall
      be equal to the lesser of (A) the total amount of the Payments or (B) the
      amount of “excess parachute payments” within the meaning of Code Section
      280G(b)(1) (after applying clause (i) hereof), and (iii) the value of any
      noncash benefits or any deferred payment or benefit shall be determined by
      Tax Counsel in accordance with the principles of Code Sections 280G(d)(3)
      and (4).  For purposes of determining the amount of the Gross-Up
      Payment, the Executive shall be deemed to pay federal income tax at the
      highest marginal rates of federal income taxation applicable to
      individuals in the calendar year in which the Gross-Up Payment is to be
      made and state and local income taxes at the highest effective rates of
      taxation applicable to individuals as are in effect in the state and
      locality of the Executive’s residence in the calendar year in which the
      Gross-Up Payment is to be made, net of the maximum reduction in federal
      income taxes that can be obtained from deduction of such state and local
      taxes, taking into account any limitations applicable to individuals
      subject to federal income tax at the highest marginal
    rates.

            


    

     

    
      	
              (3)  

            	
              If
      the Tax Counsel reasonably determines that any Excise Tax is payable by
      the Executive and that the criteria for reducing the Payments to the
      Capped Amount (as described in Section 8.2(c)(1) above) is met, then the Company shall reduce the
      Payments by the amount which, based on the Tax Counsel’s determination and
      calculations, would provide the Executive with the Capped Amount, and pay
      to the Executive such 

            


    

    
      
      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	 	reduced Payments;
      provided that the Company shall first reduce the severance payment under
      Section 8.2(b).  If the
      Tax Counsel determines that an Excise Tax is payable, without reduction
      pursuant to Section 8.2(c)(1), above, the Company
      shall pay the required Gross-Up Payment to, or for the benefit of, the
      Executive within the time specified in Section 8.2(c)(4).  If the Tax Counsel determines that no Excise Tax
      is payable by the Executive, it shall, at the same time as it makes
      such determination, furnish the Executive with an opinion that he has
      substantial authority not to report any Excise Tax on his federal, state,
      local income or other tax return.  Any determination by the Tax
      Counsel as to the amount of the Gross-Up Payment shall be binding upon the
      Company and the Executive absent a contrary determination by the Internal
      Revenue Service or a court of competent jurisdiction; provided, however,
      that no such determination shall eliminate or reduce the Company’s
      obligation to provide any Gross-Up Payment that shall be due as a result
      of such contrary
determination.


      

       

       

      
        	
                (4)  

              	
                The
      Gross-Up Payments provided for in Section 8.2(c)(1) through Section 8.2(c)(3) hereof shall be made upon the earlier of (i) the
      payment to the Executive of any Contract Payment or Other Payment or (ii)
      the imposition upon the Executive or payment by the Executive of any
      Excise Tax, provided, however, that in the event of Executive’s
      termination for Good Reason as provided by Section 8.1(g),
      such payment shall be made on the date of the transaction which
      constitutes a Change in Control for purposes of such Section
      8.1(g).

              


      

       

      
        	
                (5)  

              	
                The
      Executive shall notify the Company in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the
      Company of a Gross-Up Payment.  Such notification shall be given
      as soon as practicable but no later than 10 business days after the
      Executive is informed in writing of such claim and shall apprise the
      Company of the nature of such claim and the date on which such claim is
      requested to be paid.  The Executive shall not pay such claim
      prior to the expiration of the 30-day period following the date on which
      the Executive gives such notice to the Company (or such shorter period
      ending on the date that any payment of taxes with respect to such claim is
      due).  If the Company notifies the Executive in writing prior to
      the expiration of such period that it desires to contest such claim, the
      Executive shall:

              


      

       

      
        	
                (a)  

              	
                give
      the Company any information reasonably requested by the Company relating
      to such claim;

              


      

       

      
        	
                (b)  

              	
                take
      such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without
      limitation, accepting legal representation with respect to such claim by
      an attorney reasonably selected by the Company and reasonably satisfactory
      to the Executive;

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                (c)  

              	
                cooperate
      with the Company in good faith in order to effectively contest such claim;
      and

              


      

       

      
        	
                (d)  

              	
                permit
      the Company to participate in any proceedings relating to such
      claim;

              


      

       

      provided,
however, that the Company shall bear and pay directly all costs and expenses
(including, but not limited to, additional interest and penalties and related
legal, consulting or other similar fees, but excluding any tax or penalty
associated with Code Section 409A) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
Excise Tax or other tax (including interest and penalties with respect thereto,
but excluding any tax or penalty associated with Code Section 409A) imposed as a
result of such representation and payment of costs and expenses.

       

      
        	
                (6)  

              	
                The
      Company shall control all proceedings taken in connection with such
      contest and, at its sole option, may pursue or forego any and all
      administrative appeals, proceedings, hearings and conferences with the
      taxing authority in respect of such claim and may, at its sole option,
      either direct the Executive to pay the tax claimed and sue for a refund or
      contest the claim in any permissible manner, and the Executive agrees to
      prosecute such contest to a determination before any administrative
      tribunal, in a court of initial jurisdiction and in one or more appellate
      courts, as the Company shall determine; provided, however, that if the
      Company directs the Executive to pay such claim and sue for a refund, the
      Company shall advance the amount of such payment to the Executive on an
      interest-free basis, and shall indemnify and hold the Executive harmless,
      on an after-tax basis, from any Excise Tax or other tax (including
      interest or penalties with respect thereto, but excluding any tax or
      penalty associated with Code Section 409A) imposed with respect to such
      advance or with respect to any imputed income with respect to such
      advance; and provided, further, that if the Executive is required to
      extend the statute of limitations to enable the Company to contest such
      claim, the Executive may limit this extension solely to such contested
      amount.  The Company’s control of the contest shall be limited
      to issues with respect to which a Gross-Up Payment would be payable
      hereunder and the Executive shall be entitled to settle or contest, as the
      case may be, any other issue raised by the Internal Revenue Service or any
      other taxing authority.  In addition, no position may be taken
      nor any final resolution be agreed to by the Company without the
      Executive’s consent if such position or resolution could reasonably be
      expected to adversely affect the Executive (including any other tax
      position of the Executive unrelated to the matters covered
      hereby).

              


      

       

      
        	
                (7)  

              	
                As
      a result of the uncertainty in the application of Code Section 4999 at the
      time of the initial determination by the Company or the Tax Counsel
      

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
      

       

      
        	 	hereunder, it is
      possible that Gross-Up Payments which will not have been made by the
      Company should have been made (“Underpayment”), consistent with the
      calculations required to be made hereunder.  In the event that
      the Company exhausts its remedies and the Executive thereafter is required
      to pay to the Internal Revenue Service an additional amount in respect of
      any Excise Tax, the Company or the Tax Counsel shall determine the amount
      of the Underpayment that has occurred and any such Underpayment shall
      promptly be paid by the Company to or for the benefit of the
      Executive.


      

       

      
        	
                (8)  

              	
                If,
      after the receipt by the Executive of the Gross-Up Payment or an amount
      advanced by the Company in connection with the contest of an Excise Tax
      claim, the Executive becomes entitled to receive any refund with respect
      to such claim, the Executive shall promptly pay to the Company the amount
      of such refund (together with any interest paid or credited thereon after
      taxes applicable thereto).  If, after the receipt by the
      Executive of an amount advanced by the Company in connection with an
      Excise Tax claim, a determination is made that the Executive shall not be
      entitled to any refund with respect to such claim and the Company does not
      notify the Executive in writing of its intent to contest the denial of
      such refund prior to the expiration of 30 days after such determination,
      such advance shall be forgiven and shall not be required to be
      repaid.

              


      

       

      
        	
                (9)  

              	
                Notwithstanding
      the other provisions of this Section 8.2(c) and Section 12.15, all
      Gross-Up Payments shall be made to the Executive not later than the end of
      the calendar year following the year in which the Executive remits the
      related taxes and any reimbursement of the costs and expenses described in
      Section 8.2(c)(5) shall be paid not later than the end of the calendar
      year following the year in which there is a final and nonappealable
      resolution of, or the taxes are remitted that are the subject of, the
      related claim.

              


      

       

      8.3 Definition
of Termination of Employment.  With respect to
the payment of all benefits under this Article 8,
“Termination of Employment” shall mean “separation from service” as defined in
Code Section 409A and regulations issued thereunder.

       

      8.4 Restrictions
on Timing of Distributions.  The following
restrictions shall apply to payments under this Article 8:

       

      
        	
                (a)  

              	
                Release
      Requirement.  No payment shall be made under Section 8.2(b) unless the Executive delivers to the Company
      a release in the form of Exhibit
      C in favor of the Company (a “Release”), without revocation
      thereof, no later than forty-five (45) days after Executive’s Termination
      of Employment date and no such payment or benefit hereunder shall be
      provided to Executive prior to the Company’s receipt of such Release and
      the expiration of any period of revocation provided for in the
      Release.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                (b)  

              	
                Restriction on Timing
      of Distributions.  Notwithstanding any provision of this
      Agreement to the contrary, if the Executive is considered a Specified
      Employee at Termination of Employment other than on account of death or
      Disability, under such procedures as established by the Company in
      accordance with Section 409A of the Internal Revenue Code of 1986, as
      amended (the “Code”), all payments hereunder that are subject to Code
      Section 409A, and for which the payment event is Termination of Employment
      may not commence earlier than six (6) months after the date of Termination
      of Employment.  Therefore, in the event this provision is
      applicable to the Executive, any such payment which would otherwise be
      paid to the Executive within the first six months following termination
      shall be accumulated and paid to the Executive in a lump sum on the first
      day of the seventh month following Termination of
      Employment.  All subsequent distributions shall be paid in the
      manner specified.  “Specified Employee” means a “specified
      employee” as defined in Code Section 409A and regulations
      thereunder.

              


      

       

      8.5 Rights
under Equity Plans.  The provisions of
this Agreement are subject to the terms of the Company’s equity plans in effect
from time to time, including the LTIP Plan.  Any equity awards granted
to you under the equity plans shall be forfeited or not, vest or not, and, in
the case of stock options, become exercisable or not, as provided by and subject
to the terms of the applicable equity plan.

       

      8.6 Resignation.  Upon the
termination of Executive’s employment, Executive shall execute resignations from
all positions held as a director of the Company and, if applicable, as a
director or an officer of a company affiliated or related to the Company held at
the time of such termination.

       

      
        	
                9.  

              	
                PUBLICITY; NO
      DISPARAGING STATEMENT.

              


      

       

      Executive
and the Company covenant and agree that they shall not engage in any
communications which shall disparage one another or interfere with their
existing or prospective business relationships.

       

      
        	
                10.  

              	
                BUSINESS PROTECTION
      PROVISIONS.

              


      

       

      10.1 Preamble.  As a material
inducement to the Company to enter into this Agreement, and its recognition of
the valuable experience, knowledge and proprietary information Executive will
gain from his employment with the Company, Executive warrants and agrees he will
abide by and adhere to the following business protection provisions in this
Article 10 and all sections and subsections thereof.

       

      10.2 Definitions.  For purposes of
this Article 10 and all sections and subsections thereof, the
following terms shall have the following meanings:

       

      
        	
                (a)  

              	
                “Competitive
      Position” shall mean any employment, consulting, advisory, directorship,
      agency, promotional or independent contractor arrangement between the
      Executive and any person or Entity engaged in a line of
  

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	 	business that
      competes directly with any brand of the Company or any of its affiliates
      or subsidiaries (collectively the “PBH Entities”) whereby Executive is
      required to or does perform services on behalf of or for the benefit of
      such person or Entity which are substantially similar to the services in
      which Executive participated or that he directed or oversaw while employed
      by the Company.


      

       

      
        	
                (b)  

              	
                “Confidential
      Information” shall mean the proprietary or confidential data, information,
      documents or materials (whether oral, written, electronic or otherwise)
      belonging to or pertaining to the PBH Entities, other than “Trade Secrets”
      (as defined below), which is of tangible or intangible value to any of the
      PBH Entities and the details of which are not generally known to the
      competitors of the PBH Entities.  Confidential Information shall
      also include:  any items that any of the PBH Entities have
      marked “CONFIDENTIAL” or some similar designation or are otherwise
      identified as being confidential.

              


      

       

      
        	
                (c)  

              	
                “Entity”
      or “Entities” shall mean any business, individual, partnership, joint
      venture, agency, governmental agency, body or subdivision, association,
      firm, corporation, limited liability company or other entity of any
      kind.

              


      

       

      
        	
                (d)  

              	
                “Restricted
      Period” shall mean eighteen (18) months following termination of
      Executive’s employment hereunder; provided, however, that the Restricted
      Period shall be extended for a period of time equal to any period(s) of
      time within the eighteen (18) month period following termination of
      Executive’s employment hereunder that Executive is determined by a court
      of competent jurisdiction to have engaged in any conduct that violates
      this Article
      10 or any sections or subsections thereof, the
      purpose of this provision being to secure for the benefit of the Company
      the entire Restricted Period being bargained for by the Company for the
      restrictions upon the Executive’s
activities.

              


      

       

      
        	
                (e)  

              	
                “Territory”
      shall mean each of the United States of America or any country other than
      the United States of America in which the Company shall transact business
      during the Term.

              


      

       

      
        	
                (f)  

              	
                “Trade
      Secrets” shall mean information or data of or about any of the PBH
      Entities, including, but not limited to, technical or non-technical data,
      customer lists, pricing models, formulas, patterns, compilations,
      programs, devices, methods, techniques, drawings, processes, financial
      data, financial plans, product plans or lists of actual or potential
      suppliers that derives economic value, actual or potential, from not being
      generally known to, and not being readily ascertainable by proper means
      by, other persons who can obtain economic value from its disclosure or
      use; and any other information which is defined as a “trade secret” under
      applicable law.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        	
                (g)  

              	
                “Work
      Product” shall mean all tangible work product, property, data,
      documentation, “know-how,” concepts or plans, inventions, improvements,
      techniques and processes relating to the PBH Entities that were conceived,
      discovered, created, written, revised or developed by Executive during the
      term of his employment with the
Company.

              


      

       

      10.3 Nondisclosure; Ownership of
Proprietary Property.

       

      
        	
                (a)  

              	
                In
      recognition of the need of the PBH Entities to protect their legitimate
      business interests, Confidential Information and Trade Secrets, Executive
      hereby covenants and agrees that Executive shall regard and treat Trade
      Secrets and all Confidential Information as strictly confidential and
      wholly-owned by the PBH Entities and shall not, for any reason, in any
      fashion, either directly or indirectly, use, sell, lend, lease,
      distribute, license, give, transfer, assign, show, disclose, disseminate,
      reproduce, copy, misappropriate or otherwise communicate any such item or
      information to any third party or Entity for any purpose other than in
      accordance with this Agreement or as required by applicable law, court
      order or other legal process.

              


      

       

      
        	
                (b)  

              	
                Executive
      shall exercise best efforts to ensure the continued confidentiality of all
      Trade Secrets and Confidential Information, and he shall immediately
      notify the Company of any unauthorized disclosure or use of any Trade
      Secrets or Confidential Information of which Executive becomes
      aware.  Executive shall assist the PBH Entities, to the extent
      necessary, in the protection of or procurement of any intellectual
      property protection or other rights in any of the Trade Secrets or
      Confidential Information.

              


      

       

      
        	
                (c)  

              	
                All
      Work Product shall be owned exclusively by the PBH Entities.  To
      the greatest extent possible, any Work Product shall be deemed to be “work
      made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended),
      and Executive hereby unconditionally and irrevocably transfers and assigns
      to applicable PBH Entity all right, title and interest Executive currently
      has or may have by operation of law or otherwise in or to any Work
      Product, including, without limitation, all patents, copyrights,
      trademarks (and the goodwill associated therewith), trade secrets, service
      marks (and the goodwill associated therewith) and other intellectual
      property rights.  Executive agrees to execute and deliver to the
      applicable PBH Entity any transfers, assignments, documents or other
      instruments which the Company may deem necessary or appropriate, from time
      to time, to protect the rights granted herein or to vest complete title
      and ownership of any and all Work Product, and all associated intellectual
      property and other rights therein, exclusively in the applicable PBH
      Entity.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      10.4 Non-Interference with
Executives.

       

      Executive
recognizes and acknowledges that, as a result of his employment by Company, he
will become familiar with and acquire knowledge of confidential information and
certain other information regarding the other executives and employees of the
PBH Entities.  Therefore, Executive agrees that, during the Restricted
Period, Executive shall not encourage, solicit or otherwise attempt to persuade
any person in the employment of the PBH Entities to end his/her employment with
a PBH Entity or to violate any policy of any PBH Entity or any confidentiality,
non-competition or employment agreement that such person may have with a PBH
Entity.  Furthermore, neither Executive nor any person acting in
concert with the Executive nor any of Executive’s affiliates shall, during the
Restricted Period, employ any person who has been an executive or management
employee of any PBH Entity unless that person has ceased to be an employee of
the PBH Entities for at least six (6) months.

       

      10.5 Non-Competition.

       

      Executive
covenants and agrees to not obtain or work in a Competitive Position within the
Territory during the Term or during the Restricted Period.  Executive
and Company recognize and acknowledge that the scope, area and time limitations
contained in this Agreement are reasonable and are properly required for the
protection of the business interests of Company due to Executive’s status and
reputation in the industry and the knowledge to be acquired by Executive through
his association with Company’s business and the public’s close identification of
Executive with Company and Company with Executive.  Further, Executive
acknowledges that his skills are such that he could easily find alternative,
commensurate employment or consulting work in his field that would not violate
any of the provisions of this Agreement.  Executive acknowledges and
understands that, as consideration for his execution of this Agreement and his
agreement with the terms of this covenant not to compete, Executive will receive
employment with and other benefits from the Company in accordance with this
Agreement

       

      10.6 Remedies.

       

      Executive
understands and acknowledges that his violation of this Article 10 or any section or subsection thereof would cause
irreparable harm to Company and Company would be entitled to an injunction by
any court of competent jurisdiction enjoining and restraining Executive from any
employment, service, or other act prohibited by this Agreement.  The
parties agree that nothing in this Agreement shall be construed as prohibiting
Company from pursuing any remedies available to it for any breach or threatened
breach of this Article
10 or any section or subsection thereof, including,
without limitation, the recovery of damages from Executive or any person or
entity acting in concert with Executive.  If any part of this Article 10 or any section or subsection thereof is found to be
unreasonable, then it may be amended by appropriate order of a court of
competent jurisdiction to the extent deemed reasonable.  Furthermore
and in recognition that certain severance payments are being agreed to in
reliance upon Executive’s compliance with this Article 10 after termination of his employment, in the event
Executive breaches any of such business protection provisions of this Agreement,
any unpaid amounts (e.g., those provided under Article 8) shall
be forfeited and Company shall not be obligated to 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      make any
further payments or provide any further benefits to Executive following any such
breach.

       

      
        	
                11.  

              	
                RETURN OF MATERIALS;
      BOARD RESIGNATION.

              


      

       

      Upon
Executive’s termination, or at any point after that time upon the specific
request of the Company, Executive shall return to the Company all written or
descriptive materials of any kind belonging or relating to the Company or its
affiliates, including, without limitation, any originals, copies and abstracts
containing any Work Product, intellectual property, Confidential Information and
Trade Secrets in Executive’s possession or control.  In addition, upon
the termination of Executive’s employment with the Company, upon the request of
the Board, Executive shall submit, and upon the failure to do so, shall be
deemed to have submitted his resignation as a member of the Board effective upon
the termination of employment.

       

      
        	
                12.  

              	
                GENERAL
      PROVISIONS.

              


      

       

      12.1 Amendment.  This Agreement
may be amended or modified only by a writing signed by both of the parties
hereto.

       

      12.2 Binding
Agreement.  This Agreement
shall inure to the benefit of and be binding upon Executive, his heirs and
personal representatives, and the Company and its successors and
assigns.

       

      12.3 Waiver of
Breach; Specific Performance.  The waiver of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any other breach.  Each of the parties to this Agreement
will be entitled to enforce its or his rights under this Agreement,
specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in its or his
favor.  The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its or his sole discretion apply to any court of law
or equity of competent jurisdiction for specific performance or injunctive
relief in order to enforce or prevent any violations of the provisions of this
Agreement.

       

      12.4 Indemnification
and Insurance.  The Company shall
indemnify and hold the Executive harmless to the maximum extent permitted by law
against judgments, fines, amounts paid in settlement and reasonable expenses,
including reasonable attorneys’ fees incurred by the Executive, in connection
with the defense of, or as a result of any action or proceeding (or any appeal
from any action or proceeding) in which the Executive is made or is threatened
to be made a party by reason of the fact that he is or was an officer of the
Company or any affiliate.  In addition, the Company agrees that the
Executive is and shall continue to be covered and insured up to the maximum
limits provided by all insurance which the Company maintains to indemnify its
directors and officers (as well as any insurance that it maintains to indemnify
the Company for any obligations which it incurs as a result of its undertaking
to indemnify its officers and directors) and that the Company will exert
commercially reasonable efforts to maintain such insurance, in not less than its
present limits, in effect throughout the term of the Executive’s employment;
provided that the Company will not be required to pay premiums of more than 200%
of the current premium to do so.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      12.5 Tax
Withholding.  There shall be
deducted from each payment under this Agreement the amount of any tax required
by any governmental authority to be withheld and paid over by the Company to
such governmental authority for the account of Executive.

       

      12.6 Notices.

       

      All
notices and all other communications provided for herein shall be in writing and
delivered personally to the other designated party, or mailed by certified or
registered mail, return receipt requested, or delivered by a recognized national
overnight courier service, or sent by facsimile, as follows:

       

      
        	
                 
      

              	
                If
      to Company to:

              	
                Prestige
      Brands Holdings, Inc.

              


      

      
        	
                 
      

              	
                Attn:  General
      Counsel’s Office

              


      

      
        	
                 
      

              	
                90
      North Broadway

              


      

      
        	
                 
      

              	
                Irvington,
      NY  10533

              


      

      
        	
                 
      

              	
                Facsimile:  (914)
      524-7488

              


      

       

      
        	
                 
      

              	
                If
      to Executive to:

              	
                Matt
      Mannelly

              


      

      
        	
                 
      

              	
                941
      Silvermine Road

              


      

      
        	
                 
      

              	
                New
      Canaan, CT 06840

              


      

      
        	
                 
      

              	
                Facsimile:
      _____________

              


      

       

      All
notices sent under this Agreement shall be deemed given twenty-four (24) hours
after sent by facsimile or courier, seventy-two (72) hours after sent by
certified or registered mail and when delivered if personal
delivery.  Either party hereto may change the address to which notice
is to be sent hereunder by written notice to the other party in accordance with
the provisions of this Section.

       

      12.7 Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to the conflict of laws provisions
thereof).

       

      12.8 Entire
Agreement.  This Agreement
contains the full and complete understanding of the parties hereto with respect
to the subject matter contained herein and this Agreement supersedes and
replaces any prior agreement, either oral or written, which Executive may have
with the Company that relates generally to the same subject matter.

       

      12.9 Assignment.  This Agreement
may not be assigned by Executive without the prior written consent of Company,
and any attempted assignment not in accordance herewith shall be null and void
and of no force or effect.  It may be assigned by the Company to any
successor to all or substantially all of its business.

       

      12.10 Severability.  If any one or
more of the terms, provisions, covenants or restrictions of this Agreement shall
be determined by a court of competent jurisdiction to be invalid, void or
unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect, and to
that end the provisions hereof shall be deemed severable.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      12.11 Section
and Paragraph Headings.  The section and
paragraph headings set forth herein are for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement
whatsoever.

       

      12.12 Interpretation.  Should a
provision of this Agreement require judicial interpretation, it is agreed that
the judicial body interpreting or construing the Agreement shall not apply the
assumption that the terms hereof shall be more strictly construed against one
party by reason of the rule of construction that an instrument is to be
construed more strictly against the party which itself or through its agents
prepared the agreement, it being agreed that all parties and/or their agents
have participated in the preparation hereof.

       

      12.13 Arbitration.

       

      
        	
                (a)  

              	
                Except
      as provided in subsection (b) of this Section 12.13,
      the following provisions shall apply to disputes between Company and
      Executive arising out of or related to either:  (i) this
      Agreement (including any claim that any part of this agreement is invalid,
      illegal or otherwise void or voidable), or (ii) the employment
      relationship that exists between Company and
  Executive:

              


      

       

      
        	
                (i)  

              	
                The
      parties shall first use their best efforts to discuss and negotiate a
      resolution of the dispute.

              


      

       

      
        	
                (ii)  

              	
                If
      efforts to negotiate a resolution do not succeed within 5 business days
      after a written request for negotiation has been made, the dispute shall
      be resolved timely and exclusively by final and binding arbitration
      pursuant to the American Arbitration Association (“AAA”) National Rules
      for the Resolution of Employment Disputes (the “AAA
      Rules”).  Arbitration must be demanded within ten (10) calendar
      days after the expiration of the five (5) day period referred to
      above.  The arbitration opinion and award shall be final and
      binding on the Company and the Executive and shall be enforceable by any
      court sitting within Westchester County, New York.  Company and
      Executive shall share equally all costs of arbitration excepting their own
      attorney’s fees unless and to the extent ordered by the arbitrator(s) to
      pay the attorneys’ fees of the prevailing
party.

              


      

       

      
        	
                (iii)  

              	
                The
      parties recognize that this Section 12.13 means that certain claims will be reviewed
      and decided only before an impartial arbitrator or panel of arbitrators
      instead of before a court of law and/or a jury, but desire the many
      benefits of the arbitration process over court proceedings, including
      speed of resolution, lower costs and fees, and more flexible rules of
      evidence.  The arbitrator or arbitrators duly selected pursuant
      to the AAA’s Rules shall have the same power and authority to order any
      remedy for violation of a statute, regulation, or ordinance as a court
      would 

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
        	 	have; and shall have
      the same power to order discovery as a federal district court has under
      the Federal Rule of Civil Procedure.


      

       

      
        	
                (b)  

              	
                The
      provisions of this Section 12.13 shall not apply to any action by the Company
      seeking to enforce its rights arising out of or related to the provisions
      of Article
      11 of this
Agreement.

              


      

       

      
        	
                (c)  

              	
                This
      Section
      12.13 is intended by the Company and the Executive
      to be enforceable under the Federal Arbitration Act.  Should it
      be determined by any court that the Act does not apply, then this Section 12.13 shall be enforceable under the applicable
      arbitration statutes of the State of
Delaware.

              


      

       

      12.14 Voluntary
Agreement.  Executive and
Company represent and agree that each has reviewed all aspects of this
Agreement, has carefully read and fully understands all provisions of this
Agreement, and is voluntarily entering into this Agreement.  Each
party represents and agrees that such party has had the opportunity to review
any and all aspects of this Agreement with legal, tax or other adviser(s) of
such party’s choice before executing this Agreement.

       

      12.15 Nonqualified
Deferred Compensation Omnibus Provision.  It is intended
that any compensation provided under this Agreement be administered and paid in
a manner which will not result in the imposition of additional federal income
taxes on the Executive under Code Section 409A.  The provisions of
this Agreement relating to amounts which constitute deferred compensation under
Code Section 409A are intended to be construed accordingly.  If any
compensation or benefits provided by this Agreement may result in the
application of Section 409A of the Code, the Company shall, at the request of
the Executive, seek to modify this Agreement in the least restrictive manner
necessary in order to comply with the provisions of Section 409A and/or any
rules, regulations or other regulatory guidance issued under such statutory
provision and without any diminution in the value of the payments to the
Executive; provided, however, that in connection with any such modification the
Company shall not be required to increase amounts or benefits otherwise payable
to or provided to Executive.  Notwithstanding anything in this
Agreement to the contrary, to the extent necessary to comply with Code Section
409A, (a) the amount of any expenses eligible for reimbursement or the provision
of any in-kind benefits under this Agreement in any taxable year of the
Executive shall not affect the expenses eligible for reimbursement or the
provision of in-kind benefits in any other taxable year, and (b) the
reimbursement of expenses or in-kind benefits under this Agreement shall be made
or provided no later than on or before the last day of the Executive’s taxable
year following the taxable year in which the expense was incurred, except to the
extent earlier reimbursement is required under this Agreement or applicable
Company policies and procedures.

       

      *           *           *           *

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      EXECUTION
VERSION

       

      IN
WITNESS WHEREOF, the parties hereto have executed, or caused their duly
authorized representative to execute, this Agreement as of this 2nd day
of September, 2009.

       

      
        
          	 	PRESTIGE
      BRANDS HOLDINGS, INC.	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Gary
      E. Costley	 
	 	Name:
      Gary E. Costley	 
	 	Title:   Lead
      Director	 
	 	 	 	 
	 	 	 	 
	 	EXECUTIVE	 
	 	 	 	 
	 	 	 	 
	 	/s/
      Matthew M. Mannelly	 
	 	Matthew
      Mannelly	 
	 	 	 	 


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


        EXHIBIT
A

         

        Not filed
because substantially identical to Exhibit 10.28 to the Company's Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on June 14,
2007.

         


        
          
            
              


               

            

             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
B

         

        Not filed
because substantially identical to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on August
9, 2005.

         

        


         


        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


          

        

         

        EXHIBIT C

Form of
Release

      


       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GENERAL
RELEASE

    


    THIS
GENERAL RELEASE (“Agreement”) is made and entered into by and between Prestige
Brands Holdings, Inc. (“Employer”) and [____________]
(“Executive”).

     

    WHEREAS,
Employer and Executive are parties to an Employment Agreement dated as of
[____________] (the “Employment Agreement”); and

     

    WHEREAS,
Employer and Executive wish to conclude their employment relationship amicably
and on mutually satisfactory terms and to settle fully and finally all claims,
disputes, and potential claims and disputes that Executive may have with
Employer;

     

    NOW,
THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally bound, the Employer and Executive agree as follows:                                                                                                                                                          

     

    Section
1. Effective
Date.  This Agreement shall become effective and enforceable,
unless sooner revoked pursuant to Section 2, on the eighth day after Executive
signs the Agreement (“Effective Date”).  Executive shall deliver the
Agreement bearing his original signature to Employer at the following address no
later than [________] days following the date hereof:

     

    Prestige
Brands Holdings, Inc.

    90 North
Broadway

    Irvington,
New York 10533

    Attn:
General Counsel and Secretary

    


    Section
2. Revocation.  Executive
may revoke this Agreement if he delivers written notice of revocation to the
Employer at the address specified in Section 1 before 5:00 p.m. on the eighth
day after signing it.  Executive understands that this Agreement shall
be null and void, and he shall not be entitled to any severance payments or
benefits, if he validly revokes the Agreement.

     

    Section
3. Good and Valuable Consideration / No
Further Payment.  The severance benefits provided pursuant to
the Employment Agreement are good and valuable consideration for this
Agreement.  Executive understands and agrees that, if he signs and
does not revoke this Agreement, except as expressly provided herein, he is not
entitled to receive any additional payment or benefit as a result of his
employment with, or his separation of employment from, Employer.

     

    Section
4. Wages.  Executive
acknowledges that he has received payment in full of all wages, including
without limitation any and all salary, overtime, commissions, and bonuses, for
work he performed for or on behalf of Employer on or before
[____________].

     

    Section
5. No Workplace Illness or
Injury.  Executive certifies that, except to the extent the
subject of a previously-filed claim for workers compensation benefits, Executive
is not aware of and has experienced any illness or injury in the course or scope
of his employment with Employer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
6. General Release.  In
consideration of the severance payments provided pursuant to the Employment
Agreement and intending to be legally bound, Executive hereby irrevocably and
unconditionally releases and forever discharges Employer and any and all of its
past and present parents, subsidiaries, affiliates, related entities, and each
of its and their predecessors, successors, customers, insurers, owners,
directors, officers, employees, attorneys, and other agents (“Released Parties”)
of and from any claims arising from Executive's employment, including but not
limited to any and all rights, obligations, promises, agreements, debts, losses,
controversies, claims, causes of action, liabilities, damages, and expenses,
including without limitation attorneys’ fees and costs, of any nature
whatsoever, whether known or unknown, asserted or unasserted, which he ever had,
now has, or hereafter may have against the Released Parties, or any of them,
that arose at any time before or upon his signing this Agreement, including
without limitation the right to take discovery with respect to any matter,
transaction, or occurrence existing or happening at any time before or upon his
signing this Agreement and any and all claims arising under any oral or written
Employer program, policy or practice, contract, agreement or understanding
(except this Agreement, the Employment Agreement, employee benefit programs
covering the Executive, and Executive’s right to indemnification under any
agreement or otherwise), any common-law principle of any jurisdiction, any
federal, state or local statute or ordinance, with all amendments thereto,
including without limitation the National Labor Relations Act of 1947, the Civil
Rights Acts of 1866, 1871, 1964, and 1991, the Equal Pay Act, the Age
Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the
Bankruptcy Code, the Fair Credit Reporting Act, the Worker Adjustment and
Retraining Notification Act, the Employee Retirement Income Security Act of
1974, the Americans With Disabilities Act of 1990, the Family and Medical Leave
Act of 1993, the Health Insurance Portability and Accountability Act of 1996,
the Sarbanes-Oxley Act of 2002, and any other employee-protective law of any
jurisdiction that may apply.

     

    Section
7. Good Faith
Settlement.  This Agreement constitutes the good faith
compromise and settlement of all claims and potential claims Executive has
against any one or more of the Released Parties and is not and shall not be
construed as an admission of any wrongful or unlawful act against Executive or
that the conclusion of Executive’s employment was in any way wrongful or
unlawful.

     

    Section
8. Knowing and Voluntary
Agreement.  Executive acknowledges that he received this
Agreement on [____________]; that Employer advised him in writing, by this
Section, to consult with an attorney before signing this Agreement; that
Employer is providing him with no less than [___] days to consider this
Agreement before signing it; that Employer is providing him with no less than
seven days to revoke this Agreement after signing it, if he chooses to do so;
that Executive carefully read and fully understands all of the provisions and
effects of this Agreement; that Executive is entering into this Agreement
voluntarily and free of coercion and duress; and that neither Employer nor any
of its agents or attorneys made any representations or promises concerning the
terms or effects of this Agreement.

     

    In
conformity with the Older Workers Benefit Protection Act, Executive further
acknowledges the following:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
      

       

       

      
        	 	(a)  	 that this
      Agreement is written in a manner calculated to be understood by
    him;
	 	 	 
	 	(b) 	 that he has
      been advised in writing to consult with an attorney prior
      to executing this Agreement;
	 	 	 
	 	
                (c)

              	
                that
      this Agreement represents Executive's knowing and voluntary waiver and
      release of any and all claims that he might have, including, but not limited
      to any claims arising under the Age Discrimination in Employment Act
      ("ADEA");

              
	 	 	 
	 	
                (d)

              	
                that
      he has not waived any claim under the ADEA that may arise after the date
      that this Agreement is executed;

              
	 	 	 
	 	

                (e)

              	

                that
      the consideration that he will receive in exchange for this Agreement is
      something of value to which he is not otherwise
  entitled;

              
	 	 	 
	 	

                (f)

              	

                that
      he has been given the option of at least twenty-one (21) days to consider
      this Agreement prior to executing it; and

              
	 	 	 
	 	
                (g)

              	
                that,
      within seven (7) days of signing this Agreement, he may revoke his
      Agreement, and the Agreement will not become effective and enforceable
      unless and until that seven (7) day period passes without his
      revocation.

              


      

    

     

    Section
9. Governing Law.  This
Agreement shall in all respects be interpreted, enforced, and governed under the
laws of the State of New York, without reference to the principles of conflicts
of law otherwise applicable therein.

     

    Section
10. Construction.  Each
party to this Agreement had full opportunity to negotiate all terms and language
of this Agreement and this Agreement and all of its terms shall be construed as
if drawn by both parties and not against either as the drafter.

     

    Section
11. Modification. Any modification
or amendment of this Agreement must be made in writing and signed by both
parties.  This Agreement sets forth the entire agreement between the
Parties and fully supersedes any and all written or oral contracts, agreements
or understandings between the parties pertaining to the subject matter
hereof.

     

    Section
12. Covenant Not to
Sue.  Executive covenants and agrees that he will not now or at
any time in the future commence, maintain, prosecute or participate in as a
party, or request, encourage or permit to be filed by any other person on
Executive's behalf, or as a member of any alleged class of persons, any action,
suit, proceeding, claim or complaint of any kind against Employer with respect
to any matter which is released under Section 6 above. Executive agrees that he
will not seek or accept any award or settlement from any source or proceeding
with respect to any matter released under Section 6 above and that this
Agreement shall act as a bar to recovery in any such proceeding. For any breach
of this covenant not to sue, Employer shall be entitled to recover any and all
reasonable attorneys' fees and costs incurred as a result of such breach in
addition to any other damages.

     

    Section
13. Severability.  If a
court of competent jurisdiction adjudicates any covenant or obligation under
this Agreement void or unenforceable, then the parties intend that the court
modify such provision only to the extent necessary to render the covenant or
obligation enforceable as modified or, if the covenant or obligation cannot be
so modified, the parties intend that the court sever such covenant or
obligation, and that the remainder of this Agreement, and all remaining
covenants, obligations and provisions as so modified, shall remain valid,
enforceable, and in full force and effect.

     

    BY SIGNING THIS AGREEMENT,
[____________]
ACKNOWLEDGES THAT HE DOES SO VOLUNTARILY AFTER CAREFULLY READING AND FULLY
UNDERSTANDING EACH PROVISION AND ALL OF THE EFFECTS OF THIS AGREEMENT, WHICH
INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS AND RESTRICTS FUTURE LEGAL ACTION
AGAINST PRESTIGE BRANDS HOLDINGS, INC. AND OTHER RELEASED
PARTIES.

     

    
      	
              IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the parties
      have executed this General Release.

            
	 


    

     

     

    
      	 	PRESTIGE BRANDS
      HOLDINGS, INC.




    
      	 	 	 	 
	                                                                                                                              
      /	 	By:	                                                                                                                                      
      /
	[____________]                                                                                             
      / Date	 	 	                                                                                                                                    
      / Date