**EMPLOYMENT
      AGREEMENT**





THIS
      EMPLOYMENT AGREEMENT (“Agreement”), effective as of January 19, 2007 (“Effective
      Date”), is made and entered into by and between **PRESTIGE
      BRANDS HOLDINGS, INC.** (the
“Company”) and **MARK
      PETTIE** (“Executive”).





W
      I T
      N E S S E T H:





**WHEREAS** ,
      the
      Company desires to employ Executive upon the terms and subject to the conditions
      hereinafter set forth, and Executive desires to accept such
      employment;





**NOW,
      THEREFORE** **,**
      for and in consideration of the premises, the mutual promises, covenants and
      agreements contained herein, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties 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”). During the term of this Agreement, subject to Section
      3.1 ,
      Executive also shall serve as Chairman of the Board.





2.DURATION
      OF AGREEMENT **.**


2.1
            Initial Term.
              This employment shall begin as of the Effective Date, and shall continue
              until it terminates pursuant to this Agreement. Unless extended pursuant
              toSection
              2.2,
              or earlier terminated pursuant to any ofSections
              5, 6, 7, 8 or 9,
              this Agreement will terminate on March 31, 2008. The specified period
              during which this Agreement is in effect is the “Term.”  2.2
            Extensions of Term.  2.2.1
            By
                Agreement.
                The Term may be extended to a specified future date at any time by
                the
                specific written agreement of the parties signed prior to the original
                expiration date specified inSection
                2.1,
                or any subsequent expiration date established pursuant toSection
                2.2.2.





2.2.2
            Annual
                Extension.
                For purposes of this Agreement, April 1, 2008 and each April 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 April 1, 2008, unless either
                party to this Agreement has notified the other in writing not less
                than
                three (3) 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 each Anniversary
                Date.





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3.POSITION
      AND DUTIES.





3.1 Position .
      Executive shall serve as the Company's Chief Executive Officer. Executive shall
      perform such duties and responsibilities as may be prescribed from time-to-time
      by the Board, which shall be consistent with the responsibilities of similarly
      situated executives of comparable companies in similar lines of business. 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 to recommend that the shareholders of the
      Company vote to elect Executive as a member of the Board, and the Company shall
      designate Executive as Chairman of the Board in each Term. From time to time,
      Executive also may be designated to such other offices within the Company or
      its
      subsidiaries as may be necessary or appropriate for the convenience of the
      businesses of the Company and its subsidiaries; provided, however, during the
      Term, he shall, in addition to the title of Chief Executive Officer, also
      continue to hold the title of Chairman.





3.2 Full-Time
      Efforts .
      Executive shall perform and discharge faithfully, diligently and to the best
      of
      his ability such duties and responsibilities and shall devote his full-time
      efforts to the business and affairs of the Company. Executive agrees to promote
      the best interests of the Company and to take no action that in any way damages
      the public image or reputation of the Company, its subsidiaries or its
      affiliates.





3.3 No
      Interference With Duties .
      Executive shall not (i) engage in any activities, or render services to or
      become associated with any other business that in the reasonable judgment of
      the
      Board violates Article 11 of this Agreement; or (ii) devote time to other
      activities which would inhibit or otherwise interfere with the proper
      performance of his duties, provided , however ,
      that it
      shall not be a violation of this Agreement for Executive to (i) devote
      reasonable periods of time to charitable and community activities and industry
      or professional activities, or (ii) manage personal business interests and
      investments, so long as such activities do not interfere with the performance
      of
      Executive’s responsibilities under this Agreement. Executive may, with the prior
      approval of the Board (or applicable committee), serve on the boards of
      directors (or other governing body) of other for profit corporations or
      entities, consistent with this Agreement and the Company's
      policies.





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




4.COMPENSATION
      AND BENEFITS.





4.1 Base
      Salary .
      Subject
      to the terms and conditions set forth in this Agreement, the Company shall
      pay
      Executive, and Executive shall accept an annual salary (“Base Salary”) in the
      amount of Four Hundred Twenty-five Thousand and No/100 Dollars ($425,000).
      The
      Base Salary shall be paid in accordance with the Company’s normal payroll
      practices. The Executive




2


shall
      be
      entitled to periodic reviews (no less frequently than annually) for increases
      in
      Base Salary during each Contract Year, as shall be determined and approved
      by
      the Board, taking into account the performance of the Company and the Executive,
      and other factors that the Board considers relevant to the salaries of
      executives holding similar positions with enterprises comparable to the Company.
      The first such review shall take place during or before April 2008.





4.2 Incentive,
      Savings and Retirement Plans .
      During
      the Term, Executive shall be entitled to participate in all incentive
      (including, without limitation, long term incentive plans), savings and
      retirement plans, practices, policies and programs applicable generally to
      senior executive officers of the Company (“Senior Executives”), and on the same
      basis as such 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:





4.2.1
            Annual
                Bonus Plan.
                Executive shall be entitled to an annual bonus (including a guaranteed
                prorated target bonus of no less than Sixty Two Thousand Eight Hundred
                and
                Seventy Seven dollars ($62,877) for the fiscal year ended March 31,
                2007
                based upon days of service from the Effective Date through March
                31,
                2007), the amount of which shall be determined by the Compensation
                Committee of the Board (the "Committee"). The amount of and performance
                criteria with respect to any bonus in any fiscal year subsequent
                to March
                31, 2007 shall be determined not later than the date or time prescribed
                by
                Treas. Reg. § 1.162-27(e) in accordance with a formula to be agreed upon
                by the Company and Executive and approved by the Committee that reflects
                the financial and other performance of the Company and the Executive's
                contributions thereto. Throughout the Term, the Executive's annual
                target
                (subject to such performance and other criteria as may be established
                by
                the Committee) bonus shall be no less than seventy-five percent (75%)
                of
                the Base Salary and the maximum bonus shall be no less than one hundred
                fifty percent (150%) of the Base Salary. Executive’s bonus for the fiscal
                year ended March 31, 2008 shall be reduced by any amounts paid to
                Executive pursuant toSection
                4.2.6.





4.2.2
            Welfare
                Benefit Plans.
                During the Term, Executive and Executive’s eligible dependents shall be
                eligible for participation in, and shall receive all benefits under,
                the
                welfare benefit plans, practices, policies and programs provided
                by the
                Company (including, without limitation, medical, prescription, dental,
                disability, executive life, group life, accidental death and travel
                accident insurance plans and programs) (“Welfare Plans”) to the extent
                applicable generally to Senior
                Executives.





4.2.3
            Vacation.
                From the Effective Date through March 31, 2008 and during each Contract
                Year thereafterthrough
                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.





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4.2.4
            Business
                Expenses.
                Executive shall be reimbursed for all reasonable business expenses
                incurred in carrying out the work hereunder. Executive shall follow
                the
                Company’s expense procedures that generally apply to other Senior
                Executives in accordance with the policies, practices and procedures
                of
                the Company to the extent applicable generally to such Senior
                Executives.





4.2.5
            Perquisites.
                Executive shall be entitled to receive such executive perquisites,
                fringe
                and other benefits as are provided to the senior most executives
                and their
                families under any of the Company’s plans and/or programs in effect from
                time to time and such other benefits as are customarily available
                to
                Senior Executives.





4.2.6
            Signing
                and Retention Bonus.
                Provided that Executive continues to be employed by the Company at
                the
                dates established hereafter in this section for payment, he shall
                be paid
                a bonus of Seventy-five thousand and 00/100 dollars ($75,000) on
                April 1,
                2007 and Seventy-five thousand and 00/100 dollars ($75,000) on April
                1,
                2008.





4.2.7
            LTIP.
                Beginning April 2007, Executive shall participate to the same extent
                as
                other Senior Executives in awards under the Company’s 2005 Long-Term
                Equity Incentive Plan (the “LTIP Plan”). Executive’s LTIP Award shall have
                at the time of grant a value of 150% of the Executive’s total cash
                compensation during the fiscal year immediately preceding the date
                of the
                LTIP Award. Executive will be granted an LTIP Award, consisting of
                restricted stock, in April 2007 with a value of $1,125,000, subject
                to all
                of the other terms and provisions of the LTIP Plan. The composition
                of
                future LTIP Awards beginning April 1, 2008 shall be determined in
                accordance with the prevailing practice applicable to Senior Executives.
                The Company confirms that upon a “Change in Control” (as defined in the
                LTIP Plan), all awards to the Executive thereunder fully vest with
                no
                requirement that the Executive’s employment with the Company have
                terminated.





4.3 Legal
      Fees. Within,
      ten (10) days following receipt of appropriate written documentation, the
      Company will reimburse Executive up to $15,000 for reasonable and customary
      legal fees and expenses incurred by Employee with respect to the negotiation
      and
      execution of this Agreement.





5.TERMINATION
      FOR CAUSE.





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 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






4




like or any willful act by Executive resulting in an investigation
              by
              applicable regulatory authorities which, in each case, a majority of
              the
              Board determines in its sole and absolute 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
                at his place of work of any prohibited drug or substance, possession
                of
                which would amount to a criminal
                offense;





(c)
            Executive's
                personal dishonesty or willful misconduct in connection with his
                duties to
                the Company;





(d)
            Breach
                of fiduciary duty to the Company involving personal profit by the
                Executive;





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





(f)
            Conviction
                of the Executive for any felony or crime involving moral
                turpitude;





(g)
            Material
                intentional breach by the Executive of any provision of this Agreement
                or
                of any Company policy adopted by 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, and specifically excluding any
                failure
                by Executive, after good faith, reasonable and demonstrable efforts,
                to
                meet performance expectations for any reason), after a written demand
                for
                substantial performance is delivered to Executive by a majority of
                the
                Board that specifically identifies the manner in which such Board
                believes
                that Executive has not substantially performed Executive’s
                duties.





For
      purposes of this provision, no act or failure to act, on the part of the
      Executive, shall be considered “willful” unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that the
      Executive’s action or omission was in the best interest of the Company. Any act,
      or failure to act, based upon and performed in accordance with authority given
      pursuant to a resolution duly adopted by the Board or based upon the advice
      of
      counsel for the Company shall be conclusively presumed to be done, or omitted
      to
      be done, by the Executive in good faith and in the best interest of the Company.
      The cessation of employment of Executive shall not be deemed to be for Cause
      unless and until there shall have been delivered to Executive a copy of a
      resolution duly adopted by the affirmative vote of not less than a majority
      of
      the entire membership of the Board at a meeting of the Board called and held
      for
      such purpose (after reasonable notice is provided to Executive and Executive
      is
      given an opportunity to be heard before the Board), finding that, in the good
      faith opinion of such Board, Executive is guilty of the conduct described in
      any
      one or more of subparagraphs (a) through (h) above, and specifying the
      particulars thereof in detail.





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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
      9(a)(1) ),
      and
      the timely payment or provision of Other Benefits (as defined in Section
      9(c) ),
      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; provided, however, that any LTIP Award granted
      under Section
      4.2.7 of this
      Agreement shall immediately vest and become distributable as soon as practicable
      after the death of the Executive.




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
      9(a)(1) )
      and the
      timely payment or provision of Other Benefits (as defined in Section
      9(c) ,
      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; provided, however, that any LTIP Award
      granted under Section
      4.2.7 of this
      Agreement shall immediately vest and become distributable upon the Disability
      Effective Date.




For
      purposes of this Agreement, “Disability” shall mean: (i) a long-term disability
      entitling Executive to receive benefits under the Company’s long-term disability
      plan as then in effect; or (ii) if no such plan is then in effect or the plan
      does not apply to Executive, the inability of Executive, as determined by the
      Board, to perform the essential functions of his regular duties and
      responsibilities, with or without reasonable accommodation, due to a medically
      determinable physical or mental illness which has lasted (or can reasonably
      be
      expected to last) for a period of six consecutive months. At the request of
      Executive or his personal representative, the Board's determination that the
      Disability of Executive has occurred shall be certified by two physicians
      mutually agreed upon by Executive, or his personal representative, and the
      Company. Without such independent certification (if so requested by Executive),
      Executive’s termination shall be






6


deemed
      a
      termination by the Company without Cause and not a termination by reason of
      his
      Disability.





8.EXECUTIVE'S
      TERMINATION OF EMPLOYMENT **.**





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 toSection
                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 (including without
                limitation the designation of another person as Chairman); 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 bonus (expressed
                as
                a percentage of Base Salary) unless such reduction is a part of an
                across-the-board decrease in target bonuses affecting all other Senior
                Executives; provided, however that in any event, the Company may
                not
                reduce Executive’s annual target bonus (expressed as a percentage of Base
                Salary) below seventy-five percent (75%) of the Base
                Salary;





(d)
            The
                Company’s giving notice underSection
                2.2.2of
                its intention not to renew this Agreement unless at that time, the
                Company
                could terminate this Agreement and Executive’s employment for
                “Cause.”





(e)
            The
                failure by the Company to continue in effect any “pension plan or
                arrangement” or any “compensation plan or arrangement” in which Executive
                participates or the elimination of Executive’s participation in any such
                plan (except for across the board plan changes or terminations similarly
                affecting other Senior Executives); provided however that nothing
                in this
                provision shall have the effect of impairing Executive’s entitlement to an
                annual target bonus in the amount set forth in Section 8(c)
                above;





(f)
            The
                Company’s requiring Executive, without his consent, to be based at any
                office or location more than thirty (30) miles from the Company's
                current
                headquarters in Irvington, New York;





(g)
            The
                material breach by the Company of any provision of this Agreement;
                or





7


(h)
            A
                “Change in Control” (as defined in the LTIP Plan) occursandeither the Company repudiates this Agreement or a 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 expressly 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.





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. The Company shall have
      an
      opportunity to cure any claimed event of Good Reason (other than under
      subparagraph (h) above) within 30 days of notice from Executive.





If
      Executive terminates his employment for Good Reason, upon the execution and
      effectiveness of a mutually agreeable release of the Company from all liability
      (a “Release”), he shall be entitled to the same benefits he would be entitled to
      under Section
      9 as if
      terminated without Cause. 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
      9(a)(1) )
      and the
      timely payment or provision of Other Benefits (as defined in Section
      9(c ).





Unless
      otherwise permitted by Section 409A of the Internal Revenue Code of 1986, as
      amended (the “Code”), with regard to any payment or benefit under this Section
      8 which is
      nonqualified deferred compensation covered by Section 409A of the Code, no
      such
      payment or benefit (other than Accrued Obligations and Other Benefits) shall
      be
      provided to Executive pursuant to this Section if a Release is not provided
      to
      the Company, without revocation thereof, no later than forty-five (45) days
      after Executive’s termination date; and no payment or benefit hereunder shall be
      provided to Executive prior to the Company’s receipt of a Release and the
      expiration of any period of revocation provided for in the Release.





9.TERMINATION
      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 upon the execution and
      effectiveness of a Release:





(a)
            The
                Company shall pay to Executive commencing after the later of the
                date of
                termination or the execution and effectiveness of a Release, the
                aggregate
                of the following amounts:





8


(1)
            in
                a lump sum in cash within 30 days, 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 in
                a prior
                deferral election, any compensation previously deferred by Executive
                (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”);





(2)
            in
                installments ratably over twelve (12) months in accordance with the
                Company’s normal payroll cycle and procedures, the amount equal to the sum
                of: (i) Executive’s annual Base Salary in effect as of the date of
                termination;*plus*(ii)Executive’s
                Applicable Annual Bonus (as defined below). For purposes of this
                Agreement, “Applicable Annual Bonus” means the greater of Executive’s
                actual annual incentive bonus from the Company earned in the fiscal
                year
                immediately preceding the fiscal year in which Executive’s termination
                date falls or Executive’s target annual incentive bonus (e.g., 75% of Base
                Salary as of the Effective Date) for the year in which Executive’s
                termination date falls;
                and





(3)
            in
                the event the termination of employment occurs prior to March 31,
                2010,
                for each LTIP Award granted prior to the date of termination pursuant
                toSection
                4.2.7,
                a
                lump sum in cash equal to the product of: (i) a fraction, the numerator
                of
                which shall be the number “one (1)” if the Executive has been employed for
                twelve months or less from the applicable date of the grant of the
                LTIP
                Award in question (the “Grant Date”), the number “two (2)” if the
                Executive has been employed for more than twelve but less than twenty
                four
                months from the Grant Date and the number “three (3)” if the Executive has
                been employed for more than twenty four months from the Grant Date
                and the
                denominator of which shall be the number “three (3)”*multiplied
                by*(ii)
                the value (based, in the case of restricted stock, upon the closing
                market
                price of the Company’s common stock on the day prior to the date of
                termination of employment) of the unvested portion of each LTIP Award;
                and





(4)
            With
                respect toSection
                9(a)(2),
                the Company, with the consent of the Executive, may make a lump sum
                payment of all amounts, or all remaining amounts, due to Executive;
                and





(b)
            The
                Executive’s participation in the life, medical and disability insurance
                programs in effect on the date of termination of employment shall
                on the
                same basis as an active employee of the Company for up to twelve
                (12)
                months after Executive’s date of termination. Executive shall thereafter
                be entitled to continuation of benefits pursuant to the provisions
                of the
                Consolidated Omnibus Budget Reconciliation Act, as from time to time
                amended.





9


(c)
            To
                the extent not theretofore paid or provided, the Company shall timely
                pay
                or provide to Executive any other accrued amounts or accrued benefits
                required to be paid or provided or which Executive is eligible to
                receive
                under any plan, program, policy or practice or contract or agreement
                of
                the Company (such other amounts and benefits shall be referred to
                in this
                Agreement as the “Other Benefits”).





Unless
      otherwise permitted by Section 409A of the Code, with regard to any payment
      or
      benefit under this Section
      9 which is
      nonqualified deferred compensation covered by Section 409A of the Code, no
      such
      payment or benefit (other than Accrued Obligations and Other Benefits) shall
      be
      provided to Executive pursuant to this Section if a Release is not provided
      to
      the Company, without revocation thereof, no later than forty-five (45) days
      after Executive’s termination date; and no payment or benefit hereunder shall be
      provided to Executive prior to the Company’s receipt of a Release and the
      expiration of any period of revocation provided in the Release. In addition,
      unless otherwise permitted by Section 409A of the Code, the Company shall not
      be
      entitled to make a lump sum payment of all amounts, or all remaining amounts,
      due to Executive under Section
      9(a)(2) if such
      exercise would cause any such payment which is nonqualified deferred
      compensation covered by Section 409A of the Code to be in non-compliance with
      Section 409A of the Code, provided however, that nothing in this provision
      or
      the Agreement to the contrary, Executive shall not incur a diminution in value
      of any payment to which he is entitled pursuant to this Agreement, nor shall
      the
      application of Section 409A relieve the Company of any obligation under this
      Agreement to make payments to Executive to which he is entitled.





10. 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.





11.BUSINESS
      PROTECTION PROVISIONS.





**11.1** 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 11 and all sections and subsections thereof.





**11.2** Definitions **.**
      For purposes of this Article 11 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 business that competes directly with
      any
      brand of the Company or any of its affiliates or subsidiaries (collectively
      the
“PBH Entities”) whereby




10


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. For the purposes of this Section
      11.2 ,
      it is
      expressly understood and agreed that Executive shall not be precluded from
      employment with an Entity that competes with the Company so long as Executive
      does not participate, directly or indirectly, in the business operations of
      any
      subsidiary, division or portion thereof that manufactures, distributes or sells
      such competing brands so long as Executive does not violate either Section
      11.3 or Section
      11.4 .




(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 one (1) year 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 one
      (1)
      year period following termination of Executive's employment hereunder that
      Executive is determined by a final non-appealable judgment from a court of
      competent jurisdiction to have engaged in any conduct that violates this Article
      12 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: (1) 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; (2) is the subject of efforts that are reasonable
      under the circumstances to maintain its secrecy; and (3) any other information
      which is defined as a “trade secret” under applicable law.





(g) “Work
      Product” shall mean all tangible work product, property, data, documentation,
“know-how,” concepts or plans, inventions, improvements, techniques and




11


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.





11.3Nondisclosure;
      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: (i) with regard to each
      item constituting a Trade Secret, at all times such information remains a “trade
      secret” under applicable law, and (ii) with regard to any Confidential
      Information, for the Restricted Period.





(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.





11.4Non-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 confidentiality, non-competition or employment
      agreement that such person may have with a PBH Entity or any policy of any
      PBH
      Entity.




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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.





11.5Non-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
      Compa ny
      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.





11.6Remedies.




Executive
      understands and acknowledges that his violation of this Article 11 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 11 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 11 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 11 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 Section 8 or
      Section 9(a)) sha ll
      be
      forfeited and Company shall not be obligated to make any further payments or
      provide any further benefits to Executive following any such breach.





12.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,




13


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.





13.**GENERAL
      PROVISIONS.




13.1Amendment **.** This
      Agreement may be amended or modified only by a writing signed by both of the
      parties hereto.





13.2Binding
      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.





13.3Waiver
      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.





13.4Indemnification
      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 its best efforts to maintain such insurance, in not less than its present
      limits, in effect throughout the term of the Executive’s
      employment.




13.5No
      Effect On Other Arrangements. It is
      expressly understood and agreed that the payments made in accordance with this
      Agreement are in addition to any other benefits or compensation to which
      Executive may be entitled or for which he may be eligible, whether funded or
      unfunded, by reason of his employment with the Company. Notwithstanding the
      foregoing, the provisions in Section
      5 through Section
      9 regarding benefits that the Executive will receive upon his employment being
      terminated supersede and are expressly in lieu of any other severance program
      or
      policy that may be offered by the Company, except with regard to any rights
      the
      Executive may have pursuant to COBRA.





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13.6Tax
      Withholding. There
      shall be deducted from each payment under this Agreement the amount of any
      tax
      required by any govern-mental authority to be withheld and paid over by the
      Company to such governmental authority for the account of
      Executive.





13.7Notices.





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: Mark
      Pettie


25
      Anderson Court


Woodcliff
      Lake, NJ 07677





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.





13.8Governing
      Law **.** This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware (without giving effect to conflict of laws).





13.9Entire
      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 Company that relates generally to the same subject
      matter including, as of the Effective Date, the Prior Agreements.





13.10Assignment **.**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.





13.11Severability. 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.





15


13.12Section
      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.





13.13Interpretation **.** 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.





13.14Mediation;
      Arbitration.


(a)  Except
        as
        provided in subsection (d) of this Section
        13.14 ,
        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:
 
 (1)
              The
                  parties shall first use their best efforts to discuss and negotiate
                  a
                  resolution of the dispute.
 
 (2)
              If
                  efforts to negotiate a resolution do not succeed within 5 business
                  days
                  after a written request for negotiation has been made, a party
                  may submit
                  to the dispute to mediation by sending a letter to the other party
                  requesting mediation. The dispute shall be mediated by a mediator
                  agreeable to the parties or, if the parties cannot agree, by a
                  mediator
                  selected by the American Arbitration Association. If the parties
                  cannot
                  agree to a mediator within 5 business days, either party may submit
                  the
                  dispute to the American Arbitration Association for the appointment
                  of a
                  mediator. Mediation shall commence within 10 business days after
                  the
                  mediator has been named.
 
 (b)  In
        the
        event that a dispute between Company and Executive that has been submitted
        to
        mediation pursuant to subsection (a) of this section
        13.14
 is
        not resolved within sixty (60)
        days after a written request for negotiation has been made, then, except
        as
        provided in subsection (d) of this Section
        13.14 ,
 any
        such 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
        sixty (60) 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.







16


(c)  The
        parties recognize that this Section
        13.14 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 have;
        and
        shall have the same power to order discovery as a federal district court
        has
        under the Federal Rule of Civil Procedure.
 
 (d)  The
        provisions of this Section
        13.14 shall
        not apply to any action by the Company seeking to enforce its rights arising
        out
        of or related to the provisions of Article 12 of this Agreement.
 
 (e)  This Section
        13.14 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
        13.14 shall be
        enforceable under the applicable arbitration statutes of the State of
        Delaware.





**13.15** **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.




**13.16** 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, in consultation
      with
      the Executive, modify the Agreement (which could include, without limitation
      a
“gross up”) in the least restrictive manner necessary in order to exclude such
      compensation from the definition of “deferred compensation” within the meaning
      of such Section 409A or 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.








**[SIGNATURES
      APPEAR ON NEXT PAGE]**





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IN
      WITNESS WHEREOF, the parties hereto have executed, or caused their duly
      authorized representative to execute, this Agreement as of this 19th
      day of January, 2007.





PRESTIGE
      BRANDS
      HOLDINGS, INC.





By:/s/ Peter
      J. Anderson


Title:Chief Financial Officer





“EXECUTIVE”





/s/
      Mark
      Pettie


Mark
      Pettie
































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