Exhibit




Exhibit 10.1


Executive  Employment Agreement


		
	1.
	Employment. Prestige Brands Holdings, Inc. ("Employer") agrees to employ David Marberger ("Executive") and Executive accepts such employment for the period beginning as of October 28, 2015 and ending upon his termination pursuant to Section l (c) hereof (the "Employment Period"), subject only to the approval of the Prestige Brands Holdings, Inc. Board of Directors (the "Board").




(a)Position and Duties.


(i)Beginning on November 10, 2015 and throughout the remainder of the Employment Period, Executive shall serve as Chief Financial Officer of Employer and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Chief Executive Officer of Employer and the Board to expand or limit such duties, responsibilities and authority and to override such actions.


(ii)Executive shall report to the Chief Executive Officer of Employer, and Executive shall devote his  best  efforts  and  his  full  business time and attention to the business and affairs of Employer  and  its  Subsidiaries  (as defined below).


(b)Salary, Bonus and Benefits.  During the Employment Period, Employer will pay Executive a base salary of $500,000 per annum (the "Annual Base Salary"), paid twice monthly, in accordance with Employer's normal payroll cycle and procedures.  In addition, in fiscal years 2016 and beyond, the Executive shall be eligible for and participate  in the Annual  Incentive Compensation Plan (the "Annual Bonus") under which the Executive  shall be eligible for an annual Target Bonus payment of 60% of Annual Base  Salary,  subject  to  the terms  and conditions   of  the   applicable Annual   Incentive Compensation Plan and the discretion of the  Board;  provided,  however, any Annual Bonus paid regarding fiscal year 2016 shall be prorated   based on the duration  of  the  Executive's employment with Employer during such fiscal year. Executive shall be eligible to participate in the Long-Term  Equity Incentive Plan of Employer (the "Plan") and receive grants thereunder at the same time as grants are made to the rest of senior management, beginning with grants issued in May 2016 (which shall not be prorated based on duration of Executive’s employment); provided,  however, that the Board  reserves  its discretion  to  not make an equity grant in any fiscal year.  Any equity grant provided under the Plan shall have at the time of grant a value equal to Executive's Annual Base Salary then in effect at the time of grant multiplied by 150%; provided, however, at the discretion of the Board, such grant may be modified to have a value equal to no less than 120% or no greater than 180% of Executive's Annual Base Salary then in effect at the  time of grant. In addition, any equity grant provided under the Plan shall automatically vest 

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upon a Change in Control (as defined in the Plan). On the first day of the Employment Period, Executive shall receive an equity grant under the Plan with a value of $500,000 consisting of (i) 2/3 rds RSUs and (ii) 1/3 stock options (the value shall be calculated pursuant to the Black-Scholes Option Pricing Method based on assumptions utilized for the company–wide equity grants issued in May 2015).  During the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of Employer and its Subsidiaries, which shall include vacation time (four weeks per year), flexible spending account, 401(k) Plan (currently 65% match of up to 6% of salary, subject to IRS cap and periodic potential adjustment by the Board), expense reimbursement in accordance with the policies and procedures of Employer, as well as medical, dental, vision, life, long term care and disability insurance (collectively, such insurance plans, the "Welfare Plans"). The Board, on a basis consistent with past practice, shall review the Annual Base Salary of Executive and may increase the Annual Base Salary by such amount as the Board, in its sole discretion, shall deem appropriate. The term "Annual Base Salary" as used in this Agreement shall refer to the Annual Base Salary as it may be so increased.


(c)Termination. The Employment Period will continue until (i) Executive's death, Disability or resignation from employment with Employer and its Subsidiaries or (ii) Employer and its Subsidiaries decide to terminate Executive's employment with or without Cause (as defined below). If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with Employer and its Subsidiaries for Good Reason, then, subject to Executive's execution and delivery of a Release in form and substance as set forth below, starting on the sixtieth (60th) day following Executive's termination of employment (or such later date as may be required by Section 4 (k)(i) hereof), Employer shall pay to  Executive,  in equal installments ratably over twelve (12) months (the "Severance Period") in accordance with the Employer's normal payroll cycle and procedures,  an aggregate amount (the "Severance") equal to (I) his Annual Base Salary (prior to any material diminution that constitutes Good Reason  for  Employee's resignation), plus (II) an amount equal to the average Annual Bonus paid or payable to Executive by Employer for the last three completed fiscal years  prior to the date of termination (or if Executive has not completed three (3) fiscal years prior to the date of termination, then the average Annual Bonus paid or payable to Executive by Employer will be determined based on the actual number of completed fiscal years prior to the date of termination). In calculating the average Annual Bonus for purposes of the immediately preceding sentence, in the event Executive's employment is terminated pursuant to this Section l (c) during fiscal years 2017 through 2019, Executive's Annual Bonus payable hereunder shall be calculated using a fiscal year 2016 Annual Bonus payment equal to the amount that Executive would have otherwise received had Executive been employed by Employer during all of fiscal year 2016. Notwithstanding anything contained herein to the contrary, if Executive's employment with Employer terminates on or prior to March 31, 2016, Executive's Annual Bonus payment for purposes of this Section l (c) shall equal a prorated amount of Executive's Target Bonus based on the number of days during fiscal year 2016 that Executive was employed by Employer. 

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In addition, if Executive is entitled on the date of termination to coverage under the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; provided, that this coverage will not count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and such rights to continued health care coverage under COBRA shall remain available to Executive and Executive's dependents after the Severance Period; provided further, that Executive's or Executive's covered dependents'  rights to continued health care coverage pursuant to this   Section  l(c) shall terminate at the time Executive or Executive's covered dependents  become covered, as described in COBRA, under another group health plan, and shall also terminate as  of  the  date  Employer  ceases  to  provide  coverage  to  its  senior executives generally under any   such   Welfare Plan.  Notwithstanding   the foregoing,  (I) Executive  shall not be entitled to receive  any payments or benefits pursuant to this Section l (c) unless Executive has  executed and delivered to Employer a general release in form and substance  satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive  has  not  breached  the provisions  of  Section  2 or  Section 3  hereof. The release described in the foregoing sentence shall  not require  Executive to release any claims for Severance or benefits under the  Welfare  Plans as set forth in this Agreement, any vested employee benefits, workers  compensation benefits covered by insurance or self-insurance, claims to   indemnification to which Executive may be entitled under Employer's or its  Subsidiaries' certificate(s) of incorporation, by-laws, any indemnification agreement or under any of Employer's  or  its  Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from Employer or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an  alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of Employer or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, Employer and its Subsidiaries  for  which  the   Executive has acted in  the  capacity  of  a  senior manager,  shall  sign  and  deliver to Executive a release of claims that Employer and its Subsidiaries have  against Executive; provided that, such release shall not release any claims that  Employer and/or its Subsidiaries commenced prior to the date of the release(s),   any  claims  relating  to  matters  actively  concealed  by Executive,  any  claims  to contribution  from Executive  to which  Employer  or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification  by Employer and/or any of its Subsidiaries.   Except as otherwise provided  in  this Section l (c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary,  compensation or benefits after termination of Executive's employment with Employer.


(d)Relocation Expense.  The parties anticipate that Executive may, in connection with his employment, relocate his residence at some point.  After such 

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relocation, Executive will be reimbursed for moving and other related relocation expenses in accordance with Employer’s Relocation Policy. The moving and other related relocation expenses paid by Employer shall be subject to recoupment by Employer on a pro-rata basis in the event of a termination of employment by Executive, other than for Good Reason, during the first twenty four (24) months after the date of the relocation.


           (e) Code Section 280G Excise Tax. 


		
	(i)
	 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Employer to or for the benefit of Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to Executive, a calculation shall be made comparing (1) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (2) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax.  If the amount calculated under (1) above is less than the amount calculated under (2) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”).  The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 1(e)(ii) below).  For purposes of this Section 1(e), present value shall be determined in accordance with Section 280G(d)(4) of the Code.  For purposes of this Section 1(e), the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.  




		
	(ii)
	 All determinations required to be made under this Section 1(e), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Employer and Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Employer and Executive within 15 business days of the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Employer.  All fees and expenses of the Determination Firm shall be borne solely by the Employer.  Any determination by the Determination Firm shall be binding upon the Employer and Executive.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that 



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Payments which Executive was entitled to, but did not receive pursuant to Section 1(e)(i), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder.  In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.    
 
In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 1(e) shall be of no further force or effect. 


		
	2.
	Confidential Information.




(a)    Obligation to Maintain Confidentiality.    Executive acknowledges  that the information, observations and data (including trade secrets) obtained by him during the course  of  his  performance  under  this  Agreement  concerning the business  or  affairs  of  Employer,  its  Subsidiaries  and  Affiliates   ("Confidential  Information")   are  the   property   of   Employer,   its Subsidiaries  and Affiliates, as applicable, including information concerning acquisition opportunities in or reasonably related to Employer 's, its Subsidiaries' and/or Affiliates' business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for his own account (for his commercial advantage or otherwise) any Confidential Information without the Board's written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive's acts or omissions to act, (ii) was known to  Executive  prior  to  Executive's  employment with Employer or any of its Subsidiaries or Affiliates or (iii) is required to be disclosed pursuant to any applicable law, court order or other governmental decree. Executive shall deliver to Employer on the date of termination , or at any other time Employer may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product  (as  defined below) or the business of the Employer, its Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess  or have under  his  control.


(b)    Ownership of Property.   Executive acknowledges  that all discoveries, concepts, ideas, inventions, innovations, improvements,  developments, methods, processes, programs, designs, analyses, drawings,  reports,  patent  applications, copyrightable work  and mask work  (whether  or  not including  any Confidential Information) and all  registrations  or   applications related  thereto, all  other proprietary  information  and  all similar  or related information (whether or not patentable) that relate to Employer's, its  Subsidiaries' and/or Affiliates' actual or anticipated business, research and  development, or existing or future products or 

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services and that are conceived , developed, contributed to, made,  or reduced  to practice by Executive (either solely or jointly with others) while employed by the Employer, its Subsidiaries  and/or Affiliates (including any of the foregoing that constitutes any proprietary  information or records) ("Work Product") belong to the Employer or such  Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a "work made for hire," Executive hereby assigns and agrees to assign to Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive   shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Employer's or  such Subsidiary's or Affiliate's ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).


(c)    Third Party Information.  Executive  understands  that Employer, its Subsidiaries and  Affiliates will receive from third parties confidential or proprietary information ("Third Party Information"), subject to a duty on Employer's, its Subsidiaries' and Affiliates' part to maintain the confidentiality of such information  and to  use  it  only for  certain  limited  purposes.  During  the Employment Period and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and  consultants of Employer, its Subsidiaries and Affiliates who need to know such information in connection with their work for Employer or any  of  its   Subsidiaries and Affiliates) or use, except in connection with his work for Employer or any of its Subsidiaries and Affiliates,  Third  Party Information  unless expressly authorized by a member of the Board (other than himself if  Executive is on the Board) in writing.


(d)    Use of Information of Prior Employers.   During the  Employment Period and thereafter, Executive will not improperly use or  disclose any confidential information or trade secrets, if any, of any former  employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of Employer or any of its  Subsidiaries or Affiliates any unpublished documents or any property  belonging  to any former employer or any other Person to whom Executive  has  an  obligation of confidentiality unless consented to in writing by the former  employer or Person. Executive will use in the performance of his duties only information which is (i) generally known and used  by  persons  with   training  and experience  comparable  to  Executive's  and which  is  (x) common  knowledge in the industry or (y) otherwise legally in the public domain, (ii)  otherwise provided or developed by Employer or any of its Subsidiaries or Affiliates or (iii) in the case 

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of materials, property or information belonging to  any former employer or other Person to whom Executive has an obligation of  confidentiality, approved for such use in writing by such former employer or Person.


3.Non-competition and No Solicitation.  Executive acknowledges that (i) the course of his   employment   with   Employer he will become familiar with Employer's, its Subsidiaries' and Affiliates' trade secrets and with other confidential information concerning the Employer, its Subsidiaries and Affiliates; and (ii) his services will be of  special,  unique  and  extraordinary   value to Employer and such Subsidiaries. Therefore, Executive agrees that:


(a)    Non-competition. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the  "Severance Period"), he shall not without the express written consent of Employer, anywhere in the United States, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business (i) which competes with (a) OTC wart or skin tag treatment products (including, without limitation, salicylic acid or cryogen-based products), (b) dental devices for treatment or management of bruxism, (c) OTC sore throat treatment products (including, without limitation, liquids, lozenges and strips), (d) inter-proximal devices, (e) powdered and liquid cleansers, (f) pediatric OTC medicinal and non­ medicinal healthcare products, (g) OTC eye care products, (h) denture cleansers or adhesives, (i) OTC analgesic powders, (j) vaginal OTC healthcare products, (k) OTC lice treatment products or (l) any other business acquired by Employer and its Subsidiaries after the date hereof which represents 5% or more of the consolidated revenues or EBITDA of Employer and its Subsidiaries for the trailing 12 months ending on the last day of the last completed calendar month immediately preceding the date of termination of the Employment Period, or (ii) in which Employer and/or its Subsidiaries have conducted discussions or have requested and received information relating to the acquisition of such business by such Person (x) within one year prior to the date of termination and (y) during the Severance Period, if any. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.


(b)    No solicitation. During the Employment Period and also during the Severance Period, Executive shall not directly or indirectly through another entity
(i) induce or attempt to induce any employee of Employer or its Subsidiaries to leave the employ of Employer or its Subsidiaries, or in any way interfere with the relationship between Employer or its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Employer or its Subsidiaries within 180 days after such person ceased to be an employee of Employer or its Subsidiaries; provided, however, that such restriction shall not apply for a particular  employee if Employer or its Subsidiaries have provided written consent to such hire, which consent, in the case of any person who was not a key employee of Employer or its Subsidiaries shall 

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not be unreasonably withheld, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Employer or its Subsidiaries to cease doing business with Employer or its Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer or its Subsidiaries or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of Employer or its Subsidiaries and with which Employer or its Subsidiaries have conducted discussions or have requested and received information relating to the acquisition of such business by Employer or its Subsidiaries in the  two year period immediately preceding the date of termination.


(c)    Enforcement.  If, at  the  time  of  enforcement  of  Section 2 or this Section 3, a court holds that the restrictions stated herein are unreasonable  under circumstances then existing, the parties hereto agree that the maximum  duration, scope or  geographical area reasonable under such  circumstances shall  be substituted for the stated period, scope or area and that the court   shall be allowed to revise the restrictions contained herein to cover the maximum  duration, scope and area permitted by law. Because Executive's services are unique and because Executive has access to Confidential Information, the parties  hereto  agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, Employer, its Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).


(d)    Additional Acknowledgments. Executive    acknowledges    that   the provisions of this  Section  3 are  in  consideration  of:  (i)  employment  with the Employer, (ii) the prospective issuance of securities by Employer pursuant to the Plan and (iii) additional  good  and  valuable  consideration  as  set  forth  in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations  on Executive's  ability to  earn  a  living.   In  addition, Executive  acknowledges  (i) that the business of Employer and its Subsidiaries will be conducted throughout the United  States, (ii) notwithstanding  the  state  of  incorporation  or principal  office of Employer  or any of its Subsidiaries, or any of their respective executives  or employees  (including the   Executive),   it  is  expected   that Employer   and   its   Subsidiaries   will   have business   activities   and  have  valuable business relationships within  its  industry throughout the United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United  States  in  furtherance  of  Employer's  and/or  its  Subsidiaries' business and their  relationships.  Executive    agrees and acknowledges that the potential harm to Employer and its Subsidiaries of the non­ enforcement  of Section 2 and  this  Section  3 outweighs  any potential  harm  to Executive of their enforcement by injunction or otherwise. Executive acknowledges that  he  has  carefully  read  this  Agreement   

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and  has  given  careful consideration to  the restraints  imposed  upon Executive by this Agreement,  and  is in full  accord as to their necessity for  the  reasonable  and  proper  protection  of confidential and proprietary information of Employer and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.


		
	4.
	Miscellaneous .




(a)    Survival. The provisions of Sections l (c), 2, 3 and 4 shall survive the termination of this Agreement.


(b)    Entire Agreement and Merger. This Agreement sets forth the entire understanding of the parties and merges and supersedes any prior or contemporaneous agreements,   whether   written   or   oral,   between   the parties pertaining to the subject matter hereof.


(c)    Modification. This Agreement may not be modified or terminated orally, and no modification or waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.


(d)    Waiver. Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereof shall not be construed to be a waiver of such provisions by such party nor to in any way affect the validity of this Agreement or such party's right thereafter to enforce any provision of this Agreement, nor to preclude such party from taking any other action at any time which it would legally be entitled to take.


(e)    Successors and  Assigns.     Neither   party   shall   have   the right  to assign this Agreement,  or any rights or obligations hereunder,  without  the  consent of the other party; provided, however, that upon the sale of all or  substantially all of the assets, business and goodwill of Employer to  another company,  or upon  the merger  or consolidation  of Employer  with  another company, this Agreement  shall inure  to  the  benefit  of,  and  be  binding  upon, both  Executive  and  the  company purchasing   such  assets,   business   and goodwill,   or   surviving   such   merger   or consolidation,  as the  case may  be, in the same manner and to the same extent as though such other company were Employer;  and  provided,  further, that  Employer shall  have  the  right  to  assign  this Agreement to any Affiliate or Subsidiary  of Employer.  Subject to  the foregoing,  this  Agreement  shall  inure  to  the  benefit  of, and  be  binding  upon,  the  parties  hereto   and  their  legal  representatives,   heirs, successors  and permitted assigns.


(f)    Communications. All notices or other communications required or permitted hereunder will be in writing and will be deemed given or delivered when 

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delivered personally, by registered or certified mail or by overnight courier (fare prepaid) addressed as follows:


	
			
	(i)
	To Employer:
	Prestige Brands Holdings, Inc. 
660 White Plains Road, 2nd Floor

	 
	 
	Tarrytown, New York 10591

	 
	 
	Attention: Chief Executive Officer

	(ii)
	With a copy to:
	Prestige  Brands  Holdings, Inc.

	 
	 
	660 White Plains Road, 2nd Floor

	 
	 
	Tarrytown, New York 10591
Attention:  General Counsel

	(iii)
	To the Employee:
	David Marberger
4020 Killington Court

	 
	 
	Eagleville, PA 19403










or to such address as a party hereto may indicate by a notice delivered to the other party. Notice will be deemed received the same day when delivered personally, five (5) days after mailing when sent by registered or certified mail, and the next business day when delivered by overnight courier.  Any party hereto may change its address to which all communications and notices may be sent by addressing notices  of such change in the manner  provided.


(g)    Severability. If any provision of this Agreement is held to  be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the  other provisions of this Agreement and the provision held  to  be  invalid  or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.


(h)    Governing Law.   This Agreement  will be governed by, construed and  enforced  in  accordance  with  the laws of the  State of  New  York, without giving effect to its conflicts of law provisions .


(i)    Arbitration. (a) Except  as  provided  in  subsection  (b)  of this Section 4(i), the following provisions shall apply to disputes between Employer 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 Employer and Executive:


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





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	(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 in New York County or Westchester County, New York 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 Employer and the Executive and shall be enforceable by any court sitting within New York County or Westchester County, New York. Employer 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 4(i)  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 arbitration 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 have; and shall have the same power to order discovery as a federal district  court has under  the Federal  Rules of Civil Procedure.




		
	(b)
	The provisions of this Section 4(i) shall not apply to any action by the Employer seeking to enforce its rights arising out of or related to the provisions of Sections 2 and 3 of this Agreement.




		
	(c)
	This Section 4(i) is intended by the Employer and the Executive to be enforceable under the Federal Arbitration Act ("FAA"). Should it be determined by any court that the FAA does not apply, then this Section 4(i) shall be enforceable under the applicable arbitration statutes of the State of Delaware.




(j)    No Third-Party Beneficiaries. Each of the provisions of this Agreement is for the sole and exclusive benefit of the parties  hereto and shall not be deemed for the benefit of any other person or entity.


  (k)    Section  409A  of the  Internal   Revenue  Code.  


 (i)  Notwithstanding any  provisions  of this  Agreement  to  the  contrary,  if the Executive is considered  a Specified Executive  (as defined below)  at termination 

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of employment other than on  account  of  death  or  Disability,  under  such procedures   as  established  by  the Employer   in  accordance  with   Section  409A  of the Internal Revenue Code of 1986, as amended  (the  "Code"),  benefit distributions,  other  than  those  that  are deemed  "separation  pay"  under    the  Treas.  Reg.  §1.409A-1(b)(9),  that  are  made upon  termination  of  employment may not commence earlier than six (6) months after the date of termination. Therefore,  in the  event this provision  is applicable to the Executive,  any  distribution 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. All subsequent distributions shall be paid in the manner specified. "Specified Executive" means  a key employee  (as defined  in Section 416(i)  of the Code  without regard to paragraph 5 thereof) of the Employer if any stock of the Employer  is publicly  traded  on an established  securities market  or otherwise.


(ii)With respect to the payment of all benefits under the Agreement, including separation pay and deferred compensation, whether a "termination of employment" takes place is determined based on the facts and circumstances surrounding the termination of the Executive's employment and whether the Employer and the Executive intended for the Executive to provide significant services for the Employer following such termination. A change in  the Executive's employment status will not be considered a termination of employment if:


		
	(A)
	the Executive continues to provide services as an employee of the Employer at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three  years,  such lesser period) and  the  annual  remuneration  for  such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if  less,  such lesser period), or




		
	(B)
	the Executive continues  to  provide  services  to  the Employer in a capacity other than as an employee of the Employer at an annual rate that is fifty  percent  (50%)  or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and  the  annual  remuneration  for  such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if  less,  such  lesser period).





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For purposes of applying the provisions of Section 409A of the Code, a reference to the Employer shall also be deemed a reference to any affiliate thereof within the contemplation of Sections 414(b) and 414(c) of the Code. For purposes of this Agreement, the definition of "termination of employment" shall apply to all uses of such term, whether capitalized or not.


(iii)Installment Payments.  Each payment of termination benefits under Section 1(c) of this Agreement, including, without limitation, each installment payment and each payment or reimbursement of premiums for continued coverage under Welfare Plans, shall be considered a separate payment, as described in Treas. Reg, Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.


(iv)Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of Executive’s employment termination; failing which such payment or benefit shall be forfeited.  If such payment or benefit constitutes non-exempt deferred compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.  In other words, Executive is not permitted to influence the calendar year of payment based on the timing of his signing of the release.


(v)Timing of Reimbursements and In-kind Benefits.  If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred.  No right of Executive to reimbursement of expenses under Section 1(c) shall be subject to liquidation or exchange for another benefit.


(vi)Permitted Acceleration.  Employer shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Executive of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).


(1) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.


		
	5.
	Definitions: 




"Affiliate" means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" means the possession, directly or indirectly,  

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of the power  to direct or cause the direction  of the management  and policies  of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms  "controlled" and  "controlling" have meanings  correlative   thereto.


"Cause" is defined as (i) your willful and continued failure to substantially perform your duties with Employer (other than any such failure resulting from your incapacity due to physical or mental illness) that has not been cured within 10 days after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (ii) the willful engaging by you in conduct which is demonstrably and materially injurious to Employer or its Affiliates, monetarily or otherwise, (iii) your conviction (or plea of nolo contendere) for any felony or any other crime involving dishonesty, fraud or moral turpitude, (iv) your breach of fiduciary duty to Employer or its Affiliates, (v) any violation of Employer's policies relating to compliance with applicable laws which have a material adverse effect on Employer or its Affiliates or (vi) your breach of any restrictive covenant. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not  in good  faith and without  reasonable  belief  that your  act, or failure to act, was in the best interest of Employer.


"Disability" means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Employer. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Employer provided that the definition of "disability" applied under such disability insurance program complies with the requirements of the preceding sentence. Upon the request of the plan administrator, the Executive must submit proof to the plan administrator of the Social Security Administration's or the provider's determination. For purposes of this Agreement the definition of "Disability" shall apply to all uses of such term, whether capitalized or not.


"Good Reason" means that the Executive terminated his employment with the Employer because, within the twelve (12) month period preceding the Executive's termination, one or more of the following conditions arose and the Executive notified the Employer of such condition within 90 days of its occurrence and the Employer did not remedy such condition within 30 days:


		
	(i)
	a material diminution in the Executive's base salary as in effect  on the date hereof or as the same may be increased from time to time;




		
	(ii)
	a material diminution in the Executive's authority, duties, or responsibilities;



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	(iii)
	the relocation of the Employer's headquarters outside a thirty-mile radius of Tarrytown, New York or the Employer's requiring the Executive to be based at any place other than a location within a thirty-mile radius of Tarrytown, New York, except for reasonably required travel on the Employer's business; or




		
	(iv)
	any other action or inaction that constitutes a material breach by the Employer of this Agreement.




"Person" means any person or entity, whether an individual, trustee, corporation, limited liability company, partnership, trust, unincorporated organization, business association,  firm, joint  venture,  governmental  authority  or similar entity.
"Subsidiary" of any specified Person shall mean any corporation fifty percent (50%) or more of the outstanding capital stock of which, or any  partnership, joint venture, limited liability company or other entity fifty percent (50%) or more of the ownership interests of which, is directly or indirectly owned or controlled by such specified Person, or any such corporation, partnership, joint venture, limited liability company, or other entity which may otherwise be controlled, directly or indirectly, by such Person.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.




	
		
	PRESTIGE BRANDS HOLDINGS, INC.

	 
	 

	 
	 

	By:
	/s/ Ron Lombardi

	 
	Name: Ronald M. Lombardi

	 
	Title: Chief Executive Officer

	 
	 

	 
	 

	By:
	/s/ David S. Marberger

	 
	Name: David S. Marberger