exhibit1024.htm


    Exhibit
10.24

    PRESTIGE
BRANDS HOLDINGS, INC.

    2005
LONG-TERM EQUITY INCENTIVE PLAN

    


    AWARD
AGREEMENT FOR RESTRICTED STOCK UNITS

    


    


    THIS AWARD AGREEMENT (the
"Agreement") is made and entered into effective as of ________________,
________, by and between PRESTIGE BRANDS HOLDINGS, INC., (together with its
subsidiaries, the "Company"), and _____________________ (the "Participant"),
pursuant to the Prestige Brands Holdings, Inc. 2005 Long-Term Equity Incentive
Plan, as it may be amended and restated from time to time (the
"Plan").  Capitalized terms used but not defined herein shall have the
meanings set forth in the Plan.

    


    W I T N E S S E T H:

    


    WHEREAS, the Participant is
eligible to receive an Award under the terms of the Plan; and

    


    WHEREAS, pursuant to the Plan
and subject to the execution of this Agreement, the Committee has granted, and
the Participant desires to receive, an Award.

    


    NOW, THEREFORE, for and in
consideration of the premises, the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

    


    1.    AWARD OF
RESTRICTED STOCK UNITS.  On the date specified on Exhibit A
attached hereto (the "Date of Grant") but subject to the execution of this
Agreement, the Company granted to the Participant an Award in the form of
Restricted Stock Units ("RSUs") entitling the Participant to receive from the
Company, without payment, one share of Common Stock (a "Share") for each RSU set
forth on said Exhibit A.

     

    2.    EFFECT OF
PLAN.  The RSUs are in all respects subject to, and shall be
governed and determined by, the provisions of the Plan (all of the terms of
which are incorporated herein by reference) and to any rules which might be
adopted by the Board or the Committee with respect to the Plan to the same
extent and with the same effect as if set forth fully herein.  The
Participant hereby acknowledges that all decisions and determinations of the
Committee shall be final and binding on the Participant, his beneficiaries and
any other person having or claiming an interest in the RSUs.

     

    3.    VESTING.  The
RSUs shall vest according to the schedule set forth on Exhibit
A.  Notwithstanding the foregoing, upon the Participant's death,
Disability, or Retirement the Committee, in its sole discretion, may vest the
RSUs.  The RSUs may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated until the RSUs vest.

     

    4.    RIGHTS
PRIOR TO VESTING.  During the period prior to lapse of the
restrictions and the vesting, in the event that any dividend is paid by the
Company with respect to the Common Stock (whether in the form of cash, Common
Stock or other property), then the Committee shall, in the manner it deems
equitable or appropriate, adjust the number of RSUs allocated to each


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Participant's
Stock Award Account to reflect such dividend.

     

    5.    SETTLEMENT
OF RSUS.  Each RSU will be settled by delivery to the
Participant, or in the event of the Participant's death to the Participant's
legal representative, of one Share for each vested RSU promptly following the
earliest of:

     

    (a)    the
Participant's death;

     

    (b)    the
Participant's termination due to Disability; or

     

    (c)    the later
of the following:

     

    (1)    the
Participant's Termination of Employment, as hereinafter defined; or

     

    (2)    the
Participant's Deferred Settlement Date, as set forth in Exhibit A
hereto.

     

    For
purposes of this Agreement, a Participant's Termination of Employment means the
termination of the Participant's employment or cessation of service as a
Director with the Company for reasons other than death or
Disability.  Whether a Termination of Employment takes place is
determined based on the facts and circumstances surrounding the termination of
the Participant’s employment and whether the Company and the Participant
intended for the Participant to provide significant services for the Company
following such termination.  A change in the Participant’s employment
status will not be considered a Termination of Employment if:

     

    (i)           the
Participant 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

     

    (ii)           the
Participant 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).

     

    6.     SECURITIES
LAW RESTRICTIONS. Acceptance of this Agreement shall be deemed to
constitute the Participant's acknowledgement that the RSUs shall be subject to
such restrictions and conditions on any resale and on any other disposition as
the Company shall deem necessary under any applicable laws or regulations or in
light of any stock exchange requirements.

     

    7.     NO
ASSIGNMENT.  The RSUs are personal to the Participant and may
not in any manner or respect be assigned or transferred otherwise than by will
or the laws of descent and distribution.

     

    
      
        
        

      

      
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    8.     
NO RIGHT
TO CONTINUED EMPLOYMENT.  Neither the Plan nor this Agreement
shall give the Participant the right to continued employment by the Company or
shall adversely affect the right of the Company to terminate the Participant's
employment with or without cause at any time.

     

    9.     
GOVERNING
LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, applied without giving effect
to any conflict-of-law principles.  The invalidity or unenforceability
of any particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.

     

    10.    BINDING
EFFECT.  This Agreement shall be binding upon and shall inure
to the benefit of each of the parties hereto and their respective executors,
administrators, personal representatives, legal representatives, heirs, and
successors in interest.

     

    11.    COUNTERPART
EXECUTION.  This Agreement may be executed in any number of
counterparts, each of which shall be considered an original, and such
counterparts shall, together, constitute and be one and the same
instrument.

     

    12.    WITHHOLDING.  The
Company shall have the power and the right to deduct or withhold, or require the
Participant to remit to the Company, an amount sufficient to satisfy federal,
state and local taxes required by law to be withheld with respect to any taxable
event arising as a result of the grant or settlement of the
RSUs.  With respect to withholding required upon the settlement of the
RSUs, the Participant may elect, subject to the approval of the Committee, to
satisfy the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date as of which the tax is to
be determined equal to the minimum statutory total tax which could be imposed on
the transaction.  All such elections shall be irrevocable, made in
writing, signed by the Participant, and subject to any restrictions or
limitations that the Committee, in its sole discretion, deems
appropriate.

     

    IN
WITNESS WHEREOF, the Company and the Participant have executed and delivered
this Agreement as of the day and year first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	PRESTIGE
      BRANDS HOLDINGS, INC.	 
	 	 	 	 
	 	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	PARTICIPANT	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



                                                       

    


    


    


    


    
      
        
        

      

      
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    EXHIBIT
A

    


    TO

    


    AWARD
AGREEMENT, dated as of ___________________, between PRESTIGE BRANDS HOLDINGS,
INC. and ______________________.

    


    


    1.    Date of
Grant:

     

    2.    Number of
Restricted Stock Units*:

     

    3.    Vesting
Schedule:

     

    
      
        	
                Date

              	
                Vested Percentage

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

    

    


    


    4.    Deferred
Settlement Date: By electing below, the Participant irrevocably elects to defer
settlement of the Award until the earlier of death or the date specified
below:

     

    
      	 	 	 	Attainment of
      age	
            	 	(not to exceed age
      65);


       

      	 	 	
               

            	 	Years (not to exceed
      5) following the Participant's Termination
	 	 	 	of
    Employment.

                                                      


    * Subject
to adjustment as provided in Paragraph 4 of the Award Agreement.

     

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