timothyconnorsempagreement.htm


    Exhibit 10.16

     

    Executive Employment
Agreement

     

    
    

    1.    
Employment. 
Prestige
Brands Holdings, Inc. (“Employer”) agrees to employ Timothy Connors
(“Executive”) and Executive accepts such employment for the period beginning as
of April 19, 2010 and ending upon his separation pursuant to Section 1(c) hereof
(the “Employment
Period”) subject only to the approval of the Prestige Brands Holdings,
Inc. Board of Directors.

     

    (a) Position and
Duties.

     

    (i)    
During
the Employment Period, Executive shall serve as Chief Marketing 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 $300,000 per annum (the “Annual Base Salary”),
paid twice monthly, in accordance with Employer’s normal payroll cycle and
procedures. In addition, in fiscal years 2012 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 50% of Annual Base Salary. During FY 2011 only, Executive shall
receive as a “Guaranteed Bonus” a one time payment of $142,500 ($150,000
adjusted as 95% pro rata) upon the earlier of (i) the purchase or sale of
Executive’s permanent residence, or (ii) May 10, 2011. Also, during FY2011, if
corporate performance exceeds 100% of Target, and if employed by Employer on
March 31, 2011, Executive shall receive an additional pro rata payment
representing Executive’s participation in that upside (only), such payment to be
made when and to the extent authorized by the Board of Directors of Employer
(the “Board”). Executive shall be eligible to participate in the Long-Term
Equity Incentive Plan of Employer (the “Plan”) and all equity grants thereunder
shall automatically vest upon a Change in Control (as defined in the Plan). On
the first day of your employment Executive will receive options to purchase
100,000 shares of Common Stock of Employer at the closing price of such Common
Stock on the New York Stock Exchange on that date. This option, which shall have
a term of ten (10) years from the date of grant, shall vest in three equal
installments over a three year period. 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) as well as medical, dental, vision, life, long term
care and disability insurance.  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) Separation.  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, starting on the sixtieth
(60th) day
following Executive’s termination of employment, Employer shall pay to
Executive, in equal installments ratably over twelve (12) months in accordance
with the Company’s normal payroll cycle and procedures, an aggregate amount
equal to (I) his Annual Base Salary, 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. In the event that
Executive shall have been employed less than three years, the average shall be
calculated for the number of years actually employed. In addition, if Executive
is entitled on the date of termination to coverage under the medical and
prescription portions of 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 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”); provided further,
that Executive’s or Executive’s covered dependents’ rights to continued health
care coverage pursuant to this Section 1(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 1(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 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


     

    
      
        
        

      

      
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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 1(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.
You will be paid $125,000 in a lump sum as a moving allowance and in lieu of any
and all other moving expense reimbursement. In addition, you will be reimbursed
for up to three months of reasonable temporary or interim housing. Relocation
expense shall be subject to 100% recoupment by the Employer in the event of a
voluntary separation by Executive during the first 12 months of employment.
Relocation expense shall be subject to 50% recoupment by the Employer in the
event of a voluntary separation by Executive after the first 12 months but
during the first 24 months of employment.

     

    (e) Recoupment of FY2011
Guaranteed Bonus. In the event of a voluntary separation by Executive
during the first 12 months of employment, the Guaranteed Bonus shall be subject
to recoupment by the Employer where the recoupment shall be 1/12 of the
Guaranteed Bonus for each month less than 12 full months of employment from
April 19, 2010.

     

    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 

     

    
      
        
        

      

      
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    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 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 

     

    
      
        
        

      

      
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    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 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
products, (g) OTC eye care products, or (h) 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


     

    
      
        
        

      

      
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    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 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).

     

    
      
        
        

      

      
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    (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 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 1(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


     

    
      
        
        

      

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

     

     

    
      	 (i)	 	To
    Employer:	Prestige Brands
      Holdings, Inc.	 
	 	 	 	90
      North Broadway	 
	 	 	 	Irvington,
      New York  10533	 
	 	 	 	Attention:
      Chief Executive Officer	 
	 	 	 	 	 
	 (ii)	 	With a copy
      to:	Prestige Brands
      Holdings, Inc.	 
	 	 	 	90 North
      Broadway	 
	 	 	 	Irvington, New
      York  10533	 
	 	 	 	Attention: Legal
      Department	 
	 	 	 	 	 
	 (iii)	 	To the
      Employee:	Timothy
      Connors	 
	 	 	 	40611 N. Shadow
      Creek Way	 
	 	 	 	Anthem
      AZ 85086	 


    

     

                                                        

    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

     

    
      
        
        

      

      
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    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.

            


    

    


    
      	 	
              (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.

            


    

    


    
      
        
        

      

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

    


    (b) 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:

    


    
      	 	
              (i)  

            	
              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
      

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	 	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


    

     

    
      	 	
              (ii)  

            	
              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).

            


    

    


    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.

     

    (l)           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.

     

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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/ Matthew
      M. Mannelly	 
	 	 	Name:
      Matthew M. Mannelly	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 
	 	By:	/s/
      Timothy Connors 	 
	 	 	Name:
      Timothy Connors	 
	 	 	 	 


      

    

    


    


                                                            

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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, 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;

            


    

    


    
      	 	
              (iii)  

            	
              the
      relocation of the Employer’s headquarters outside a thirty-mile radius of
      Irvington, 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
      Irvington, 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.