exhibit1013.htm


    Exhibit
10.13

     

    EXECUTION COPY

     

    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    


    THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT ("Agreement"), is made and entered into by and between PRESTIGE BRANDS HOLDINGS, INC.
(the "Company") and MARK
PETTIE ("Executive") as of January 1, 2009, ("Effective
Date").

    


    W I T N E S S E T
H:

    


    WHEREAS, the Company and
Executive previously entered into an Employment Agreement on January 19, 2007,
(the "Prior Agreement") setting forth the terms and conditions of Executive's
employment with the Company; and

    


    WHEREAS, the Prior Agreement
was amended December 31, 2008, to comply with applicable provisions of Section
409A of the Internal Revenue Code of 1986, as amended ("Code"); and

    


    WHEREAS, the Company and the
Executive deem it appropriate and in their best interests that the Prior
Agreement be amended and restated to incorporate the changes of the December 31,
2008 and other amendments into a single document;

    


    NOW, THEREFORE, the Agreement
is hereby amended and restated, as follows, effective January 1,
2009:

     

    
      	
              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 to Section 2.2, or
earlier terminated pursuant to any of Articles 5, 6, 7, 8 or
9, this Agreement will terminate on March 31, 2010.  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 in Section 2.1, or
      any subsequent expiration date established pursuant to Section
      2.2.2.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	2.2.2 	
               

            	
              Annual
      Extension.  For purposes of this Agreement, April 1, 2010
      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, 2010, 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.

            


    

    


    
      	
              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 10 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 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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 Seventy-five
Thousand and No/100 Dollars ($475,000).  The Base Salary shall be paid
in accordance with the Company’s normal payroll practices.  The
Executive 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 2009.

    


    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,
      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 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 one hundred percent (100%) of
      the Base Salary and the maximum bonus shall be no less than one hundred
      fifty percent (150%) of the Base
Salary.

            


    

    


    
      	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.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 4.2.3	
                

            	
              Vacation.  During
      each Contract Year through 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.

            


    

    


    
      	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	
                

            	
              LTIP.  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 equal to Executive’s Base Salary then in effect at the time of the
      LTIP Award multiplied by 265%.  The composition of LTIP Awards
      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.

            


    

    


    
      	
              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 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;

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	(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.

    


    
      	
              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 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Obligations
(as defined in Section
8.2(a)(1)), and the timely payment or provision of Other Benefits (as
defined in Section
8.2(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 4.2.6 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
8.2(a)(1)) and the timely payment or provision of Other Benefits (as
defined in Section
8.2(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 4.2.6 of this
Agreement shall immediately vest and become distributable upon the Disability
Effective Date.

    


    For purposes of this Agreement,
"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 Company.  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
Company 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.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
              8.  

            	
              EXECUTIVE'S
      TERMINATION OF EMPLOYMENT FOR GOOD REASON OR WITHOUT
      CAUSE.

            


    

    


    8.1           Executive's
Termination of Employment for Good Reason.  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 to Article 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 under Section 2.2.2
      of 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 8.1(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) occurs and either 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 Article 8 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 8.2(a)(1))
and the timely payment or provision of Other Benefits (as defined in Section
8.2(c).

    


    8.2           Termination
of Employment 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)	
                

            	
              Subject
      to the Executive's execution and delivery of a Release, the Company shall
      pay to Executive on the 60th day following the Executive's Termination of
      Employment, the aggregate of the following
  amounts:

            


    

    


    
      	(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
      

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	 	 	
              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 of Employment 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 of Employment 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 to
      Section
      4.2.6, 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

            


    

    


    
      	(b)	
                

            	
              The
      Executive’s participation in the life, medical and disability insurance
      programs in effect on the Termination of Employment date shall continue on
      the same basis as an active employee of the Company for up to twelve (12)
      months after Executive’s Termination of Employment date, provide such plan
      or program permits the Executive's continued
      participation.  Executive shall thereafter be entitled to
      continuation of benefits pursuant to the provisions of the Consolidated
      Omnibus Budget Reconciliation Act of 1985, as from time to time
      amended.

            


    

    


    
      	(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").

            


    

    


    8.3           Definition
of Termination of Employment.  With respect to
the payment of all benefits under this Article 8, 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 Company and the Executive intended for the Executive to provide
significant services for the Company following such termination.  A
change in the Executive’s employment status will not be considered a termination
of employment if:

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	(a)	
                

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

            


    

    


    
      	(b)	
                

            	
              the
      Executive continues to provide services to the Company in a capacity other
      than as an employee of the Company 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).

            


    

    


    8.4           Restrictions
on Timing of Distributions.  The following
restrictions shall apply to all payments under this Article 8:

    


    
      	(a)	
                

            	
              Release
      Requirement.  No payment shall be made under this Article 8
      unless the Executive delivers to the Company a Release, without revocation
      thereof, no later than forty-five (45) days after Executive’s Termination
      of Employment date and no payment or benefit hereunder shall be provided
      to Executive prior to the Company’s receipt of such Release and the
      expiration of any period of revocation provided for in the
      Release.

            


    

    


    
      	(b)	
                

            	
              Restriction
      on Timing of Distributions.  Notwithstanding any provision of
      this Agreement to the contrary, if the Executive is considered a Specified
      Employee at Termination of Employment other than on account of death or
      Disability, under such procedures as established by the Company in
      accordance with Section 409A of the Code, all payments hereunder, other
      than those that are deemed "separation pay" under 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
      Employee" means a key employee (as defined in Section 416(i) of the Code
      without regard to paragraph 5 thereof) of the Company if any stock of the
      Company is publicly traded on an established securities market or
      otherwise.

            


    

    


    8.5           Separation
Pay.  For purposes of
this Article 8,
payments made under Section 8.1 or Section 8.2 which are made on or before
December 31st of the
second year following the Executive's Termination of Employment date and which
do not exceed two times the lesser of:  (A) the amount of the
Executive’s annualized compensation based upon the annual rate of pay the
Executive received from the Company in the year preceding the year of the
Executive’s 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Termination
of Employment, adjusted for any increase in compensation that the Executive
would have expected to receive had the Executive not separated from service with
the Company, and as defined under Treas. Reg. §1.409A-1(b)(9)((iii)(A)(1); or
(B) the maximum amount that may be taken into account for a qualified plan under
Code Section 401(a)(17) for the year in which the Date of Termination occurs
shall be deemed "separation pay" within the meaning of Treas. Reg.
§1.409A-1(b)(9) shall be exempt from the six-month delay set forth in Section
8.4(b), provided the Executive's employment is terminated by the Company without
Cause or by the Executive for "409A Good Reason".  For purposes of
this Section 8.5, "409A Good Reason" shall mean the occurrence during the Term,
without Executive’s express consent, of any of the following acts by the
Company, or failures by the Company to act, and such act or failure to act has
not been corrected within thirty (30) days after written notice of such act, or
failure to act, is given by Executive to the Company:

    


    
      	(a)	
                

            	
              a
      material diminution in the Executive’s base compensation which is defined,
      for purposes of this paragraph, as base
salary;

            


    

     

    
      	 (b)	
                

            	
              a
      material diminution in the Executive’s authority, duties, or
      responsibilities;

            


    

     

    
      	(c)	
                

            	
              material
      diminution in the authority, duties, or responsibilities of the supervisor
      to whom the Executive is required to
report;

            


    

     

    
      	(d)	
                

            	
              a
      material diminution in the budget over which the Executive retains
      authority;

            


    

     

    
      	(e)	
                

            	
              a
      material change in the geographic location at which the Executive must
      perform his or her services; or

            


    

     

    
      	(f)	
                

            	
              any
      other action or inaction that constitutes a material breach by the Company
      of the agreement under which the Executive performs his
      services.

            


    

     

    In no
event shall a termination by the Executive be deemed to constitute a termination
for Good Reason unless the Executive has a Termination of Employment within two
years of the initial existence of one of the events outlined in this Section
8.5.  In addition, a termination by the Executive will only constitute
a termination for Good Reason if the Executive provides the Company with notice
within ninety (90) days of the initial existence of one of the events outlined
in this Section and the Company is provided thirty (30) days in which to remedy
the event and not be required to pay the amount due under this Agreement if the
event is so remedied.


     


      	
              9.

            	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.

    


    
      	
              10.

            	BUSINESS PROTECTION
      PROVISIONS.


    

     

    10.1    Preamble.  As a material
inducement to the Company to enter into this Agreement, and its recognition of
the valuable experience, knowledge and proprietary 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    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.

    


    10.2    Definitions.  For
purposes of this Article 10 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 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 10.2,
      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 10.3 or
      Section
      10.4.

            


    

    


    
      	(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 10 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.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	(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 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.

            


    

    


    10.3    Nondisclosure; 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),
      

            


       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      	 	 	 
	 	 	
              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.

            


    

    


    10.4    Non-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.  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.

    


    10.5    Non-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 Company 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.

    


    10.6    Remedies.

     

    Executive understands and acknowledges
that his violation of this Article 10 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 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    this
Agreement shall be construed as prohibiting Company from pursuing any remedies
available to it for any breach or threatened breach of this Article 10 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 10 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 10 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 Article 8) shall be forfeited and Company shall not
be obligated to make any further payments or provide any further benefits to
Executive following any such breach.

    


    
      	
              11.

            	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, 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.


     


      	
              12.

            	GENERAL
    PROVISIONS.


    

     

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

    


    12.2    Binding
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.

    


    12.3    Waiver 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.

    


    12.4    Indemnification
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 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    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.

    


    12.5    No 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 Article 5 through
Article 8
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.

    


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

    


    12.7    Notices.

    


    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.

    


    12.8     Governing
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).

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    12.9     
Entire
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.

    


    12.10    Assignment.  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.

    


    12.11    Severability.  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.

    


    12.12    Section
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.

    


    12.13    Interpretation.  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.

    


    12.14    Mediation;
Arbitration.

    


    
      	(a)	
                

            	
              Except
      as provided in subsection (d) of this Section 12.14,
      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.  

            
	 	 	 


       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      	 	 	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 12.14
      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
      12.14, 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.

            


    

    


    
      	(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 12.14
      shall not apply to any action by the Company seeking to enforce its rights
      arising out of or related to the provisions of Article 11 of this
      Agreement.

            


    

    


    
      	(e)	
                

            	
              This
      Section
      12.14 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 12.14
      shall be enforceable under the applicable arbitration statutes of the
      State of Delaware.

            


    

    


    12.15    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.

    


    12.16    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 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    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.

    


    IN WITNESS WHEREOF, the parties hereto
have executed, or caused their duly authorized representative to execute, this
Agreement as of this 1st day of
January, 2009.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	 
	 	PRESTIGE
      BRANDS HOLDINGS, INC.	 
	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	/s/ Peter
      J. Anderson	 
	 	Title:	 Chief Financial
      Officer	 
	 	 	 	 
	 	 	 	 
	 	"EXECUTIVE"	 
	 	 	 	 
	 	 	 	 
	 	 /s/
      Mark Pettie	 
	 	Mark
      Pettie	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
19