Exhibit
10.1


FORM OF RESTRICTED STOCK
GRANT AGREEMENT


[DATE]


[GRANTEE


[ADDRESS]


 


Re:        Prestige
Brands Holdings, Inc. Grant of Restricted Stock


Dear [GRANTEE]:


Prestige Brands Holdings,
Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s
2005 Long-Term Equity Incentive Plan (the “Plan”), the Company’s
Compensation Committee has granted to you shares of the Company’s Common Stock,
par value $0.01 per share, as set
forth below (the “Restricted Shares”), subject to the terms and conditions
set forth herein. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Plan.




	
  Original Grant Date:

  	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Restricted Shares:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vesting Dates and Number of Restricted Shares that
  shall vest:

  	
   

  	
  Date

  	
   

  	
  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


1.             Conformity with Plan.  The grant of Restricted Shares is intended to
conform in all respects with, and is subject to all applicable provisions of,
the Plan (which is incorporated herein by reference).  Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan.  By executing and returning the enclosed copy
of this Agreement, you acknowledge your receipt of this Agreement and the Plan
and agree to be bound by all of the terms of this Agreement and the Plan.


2.             Rights of Participants.  Nothing in this Agreement shall interfere
with or limit in any way the right of the Company or its stockholders to
terminate your duties as a director at any time (with or without Cause), nor
confer upon you any right to continue as a director of the Company for any
period of time, or to continue your present (or any other) rate of
compensation.


3.             Remedies. 
The parties hereto shall be entitled to enforce their 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 their
favor. The parties hereto acknowledge and agree that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party hereto may, in its sole discretion, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive
relief (without posting bond or other security) in order to enforce or prevent
any violation of the provisions of this Agreement.


4.             Successors and Assigns.  Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto whether so
expressed or not.


 





















 


5.             Severability. 
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this
Agreement.


6.             Counterparts. 
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same Agreement.


7.             Descriptive Headings.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


8.             Governing Law. THE VALIDITY, CONSTRUCTION,
INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND
REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE
GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE
OF DELAWARE.


9.             Notices. 
All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given when delivered personally or mailed by
certified or registered mail, return receipt requested and postage prepaid, to
the recipient.  Such notices, demands and
other communications shall be sent to you at the address appearing on the
signature page to this Agreement and to the Company at Prestige Brands
Holdings, Inc., 90 North Broadway, Irvington, NY 10533, Attn: Chief Financial
Officer, or to such other address or to the attention of such other person as
the recipient party has specified by prior written notice to the sending party.


10.           Entire Agreement.  This Agreement and the terms of the Plan
constitute the entire understanding between you and the Company, and supersede
all other agreements, whether written or oral, with respect to your Restricted
Shares.


*****


 


2





















 


Signature Page to
Restricted Stock Grant Agreement


Please execute the extra
copy of this Agreement in the space below and return it to the Chief Financial
Officer at Prestige Brands Holdings, Inc. to confirm your understanding and
acceptance of the agreements contained in this Agreement.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Prestige Brands Holdings,
  Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Enclosures:                                  1.             Extra
copy of this Agreement
                Copy of the Plan


The undersigned hereby
acknowledges having read this Agreement and the Plan and hereby agrees to be
bound by all provisions set forth herein and in the Plan.


Dated as of [DATE]


	
   

  	
   

  
	
   

  	
  [GRANTEE]

  



 


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