Form of Performance Share Grant Agreement


                                                                                            EXHIBIT
      10.3

     

    
 

    PERFORMANCE
      SHARE GRANT AGREEMENT

     

    


     

    [DATE]

     

    [GRANTEE]

    


                  Re:     Prestige
      Brands Holdings, Inc. Grant of Performance Shares

     

    Dear
      [GRANTEE]:

     

    Prestige
      Brands Holdings, Inc. (the “Company”)
      is
      pleased to advise you that, pursuant to the Company’s 2005 Long-Term Equity
      Incentive Plan (the “Plan”),
      the
      Company’s Compensation Committee and Board of Directors have granted to you
      performance shares, as set forth below (the “Performance
      Shares”),
      subject to the terms and conditions set forth herein. Capitalized terms used
      but
      not defined herein shall have the meanings ascribed to such terms in the Plan.
      

     

    As
      of the
      date hereof, you have been granted a performance share award in an aggregate
      amount equal to $_______ (the “Performance
      Award”).
      In
      order to calculate the amount of shares of common stock underlying the
      Performance Award (the “Performance
      Share Amount”),
      the
      Company has divided the Performance Award by $_______ (the “Initial
      Valuation Price”),
      the
      closing price of the Company’s common stock on [DATE]. The term of the
      Performance Award shall be from [DATE] through [DATE] (the “Performance
      Cycle”).
      Upon
      the expiration of the Performance Cycle, the Company shall calculate the value
      of the Performance Award in accordance with the formula set forth below (the
      “Formula”).
      To
      the extent the number calculated pursuant to the Formula is greater than zero,
      such value shall be paid to you in shares of the Company’s common stock, cash,
      other securities of the Company or any combination thereof, as the Compensation
      Committee may determine. For purposes of the Formula, the “Final
      Valuation Price”
shall
      be the closing price of the Company’s common stock on the New York Stock
      Exchange or any other exchange on which such shares may then be traded on the
      last business day of the Performance Cycle.

     

    
      	
               
                Grant Date

               

            	
               
                [DATE]

               

            
	
               
                Performance Award

               

            	
               
                $________

               

            
	
               
                Initial Valuation Price

               

            	
               
                $________

               

            
	
               
                Performance Share Amount

               

            	
               
                _________

               

            
	
               
                Performance Cycle

               

            	
               
                _________

               

            
	
               
                Formula

               

            	
               
                Performance Share Amount X (Final Valuation Price- Initial Valuation
                Price)

            


    

     

     

    If
      the
      Company decides to pay the value calculated pursuant to the Formula, or a
      portion thereof, in shares of the Company’s common stock, the number of shares
      to be paid to you will equal such value divided by the Final Valuation Price.
      In
      order to be eligible to receive a payment pursuant to the Performance Award
      as
      described herein, you must be an employee of the Company on the date of
      expiration of the Performance Cycle. However, upon death, Retirement or
      Disability prior to the expiration of the Performance Cycle, you shall earn
      a
      Performance Award calculated by using the closing 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
stock
        price of the Company’s common stock on the date your employment with the Company
        terminated as the Final Valuation Price; provided, that the value calculated
        pursuant to the Formula is greater than zero. 

    

    


    1.  Conformity
      with Plan. 
      The grant of Performance Shares is intended to conform in all respects with,
      and
      is subject to all applicable provisions of, the Plan (which is incorporated
      herein by reference). Inconsistencies between this Agreement and the Plan shall
      be resolved in accordance with the terms of the Plan. By executing and returning
      the enclosed copy of this Agreement, you acknowledge your receipt of this
      Agreement, the Plan and the other documents delivered herewith and agree to
      be
      bound by all of the terms of this Agreement and the Plan.

     

    2.  Change
      in Control. 
      In the event of a Change in Control, the terms of the Plan shall govern the
      treatment of the Performance Award. 

     

    3.  Rights
      of Participants. 
      Nothing in this Agreement shall interfere with or limit in any way the right
      of
      the Company or its stockholders to terminate your duties as an employee at
      any
      time (with or without Cause), nor confer upon you any right to continue as
      an
      employee of the Company for any period of time, or to continue your present
      (or
      any other) rate of compensation.

     

    4.  Remedies.
       The parties hereto shall be entitled to enforce their 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 their
      favor. The parties hereto acknowledge and agree that money damages would not
      be
      an adequate remedy for any breach of the provisions of this Agreement and that
      any party hereto may, in its sole discretion, apply to any court of law or
      equity of competent jurisdiction for specific performance and/or injunctive
      relief (without posting bond or other security) in order to enforce or prevent
      any violation of the provisions of this Agreement.

     

    5.  Successors
      and Assigns. 
      Except as otherwise expressly provided herein, all covenants and agreements
      contained in this Agreement by or on behalf of any of the parties hereto shall
      bind and inure to the benefit of the respective successors and permitted assigns
      of the parties hereto whether so expressed or not.

     

    6.  Severability. 
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of this Agreement.

     

    7.  Counterparts. 
      This Agreement may be executed simultaneously in two or more counterparts,
      each
      of which shall constitute an original, but all of which taken together shall
      constitute one and the same Agreement.

     

    8.  Descriptive
      Headings. 
      The descriptive headings of this Agreement are inserted for convenience only
      and
      do not constitute a part of this Agreement.

     

    9.  Governing
      Law. 
      THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE
      PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND
      TO
      THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE
      OF
      LAW RULES, OF THE STATE OF DELAWARE

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.  Notices. 
       All notices, demands or other communications to be given or delivered
      under or by reason of the provisions of this Agreement shall be in writing
      and
      shall be deemed to have been given when delivered personally or mailed by
      certified or registered mail, return receipt requested and postage prepaid,
      to
      the recipient. Such notices, demands and other communications shall be sent
      to
      you at the address appearing on the signature page to this Agreement and to
      the
      Company at Prestige Brands Holdings, Inc., 90 North Broadway, Irvington, New
      York 10533, Attn: Secretary, or to such other address or to the attention of
      such other person as the recipient party has specified by prior written notice
      to the sending party.

     

    11.  Entire
      Agreement. 
      This Agreement, together with the Exhibits attached hereto, constitute the
      entire understanding between you and the Company, and supersede all other
      agreements, whether written or oral, with respect to your Performance
      Shares.

     

    *    *    *    *    *    

    


     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
          
            	 	 	 


          

           

          


        

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    Signature
      Page to Performance Shares Grant Agreement

     

    Please
      execute the extra copy of this Agreement in the space below and return it to
      the
      Secretary at Prestige Brands Holdings, Inc. to confirm your understanding and
      acceptance of the agreements contained in this Agreement.

     

                                Very
      truly
      yours,

                                                            

                                Prestige
      Brands
      Holdings, Inc.

     

    


     

                                By:_________________________________      

                    
                                      Name:


                                                                                                                                                       
      Title: 

     

            Enclosures:    Agreement
      

               Extra
      copy of this
      Agreement

               Frequently
      Asked
      Questions

               2005
      Long-Term Equity
      Incentive Plan

               Registration
      Statement on Form S-8

     

    


     

    


    


    The
      undersigned hereby acknowledges having received and read all of the Enclosures
      referenced above. The Undersigned hereby agrees to be bound by all of the
      provisions set forth herein and in the Plan.

     

    Dated
      as
      of ___________

     

                                ____________________________________

                                [GRANTEE]

    


                                Address: