**Exhibit10.1**

**FORM OF RESTRICTED STOCKGRANT AGREEMENT**

**[DATE]**

**[GRANTEE**

**[ADDRESS]**

 

Re:        **PrestigeBrands Holdings, Inc. Grant of Restricted Stock**

Dear **[GRANTEE]**:

Prestige Brands Holdings,Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s2005 Long-Term Equity Incentive Plan (the “Plan”), the Company’sCompensation Committee has granted to you shares of the Company’s Common Stock,par value $0**.**01 per share, as setforth below (the “Restricted Shares”), subject to the terms and conditionsset forth herein. Capitalized terms used herein but not defined herein shallhave 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 toconform in all respects with, and is subject to all applicable provisions of,the Plan (which is incorporated herein by reference).  Inconsistencies between this Agreement andthe Plan shall be resolved in accordance with the terms of the Plan.  By executing and returning the enclosed copyof this Agreement, you acknowledge your receipt of this Agreement and the Planand agree to be bound by all of the terms of this Agreement and the Plan.

# 2.             Rights of Participants.  Nothing in this Agreement shall interferewith or limit in any way the right of the Company or its stockholders toterminate your duties as a director at any time (with or without Cause), norconfer upon you any right to continue as a director of the Company for anyperiod of time, or to continue your present (or any other) rate ofcompensation.

# 3.             Remedies. The parties hereto shall be entitled to enforce their rights under thisAgreement specifically, to recover damages by reason of any breach of anyprovision of this Agreement and to exercise all other rights existing in theirfavor. The parties hereto acknowledge and agree that money damages would not bean adequate remedy for any breach of the provisions of this Agreement and thatany party hereto may, in its sole discretion, apply to any court of law orequity of competent jurisdiction for specific performance and/or injunctiverelief (without posting bond or other security) in order to enforce or preventany violation of the provisions of this Agreement.

# 4.             Successors and Assigns.  Except as otherwise expressly providedherein, all covenants and agreements contained in this Agreement by or onbehalf of any of the parties hereto shall bind and inure to the benefit of therespective successors and permitted assigns of the parties hereto whether soexpressed or not.

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# 5.             Severability. Whenever possible, each provision of this Agreement shall be interpretedin such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be prohibited by or invalid underapplicable law, such provision shall be ineffective only to the extent of suchprohibition or invalidity, without invalidating the remainder of thisAgreement.

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

# 7.             Descriptive Headings.  The descriptive headings of this Agreementare inserted for convenience only and do not constitute a part of thisAgreement.

# 8.             Governing Law. THE VALIDITY, CONSTRUCTION,INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES ANDREGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BEGOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATEOF DELAWARE.

# 9.             Notices. All notices, demands or other communications to be given or deliveredunder or by reason of the provisions of this Agreement shall be in writing andshall be deemed to have been given when delivered personally or mailed bycertified or registered mail, return receipt requested and postage prepaid, tothe recipient.  Such notices, demands andother communications shall be sent to you at the address appearing on thesignature page to this Agreement and to the Company at Prestige BrandsHoldings, Inc., 90 North Broadway, Irvington, NY 10533, Attn: Chief FinancialOfficer, or to such other address or to the attention of such other person asthe recipient party has specified by prior written notice to the sending party.

# 10.           Entire Agreement.  This Agreement and the terms of the Planconstitute the entire understanding between you and the Company, and supersedeall other agreements, whether written or oral, with respect to your RestrictedShares.

*****

 

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**Signature Page toRestricted Stock Grant Agreement**

Please execute the extracopy of this Agreement in the space below and return it to the Chief FinancialOfficer at Prestige Brands Holdings, Inc. to confirm your understanding andacceptance of the agreements contained in this Agreement.
|   | Very truly yours,               |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | Prestige Brands Holdings,  Inc. |
|   |                            |
|   | By:                             |   |
|   | Name:                           |   |
|   | Title:                          |   |

 

Enclosures:                                  1.             Extracopy of this Agreement                Copy of the Plan

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

Dated as of **[DATE]**
| ** ** | ** **    |
|------------|---------------|
| ** ** | **[GRANTEE]** |

 

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