Executive Employment Agreement, dated as of August 21, 2006, between Prestige
      Brands Holdings, Inc. and Jean A. Boyko


                                                                                            EXHIBIT
      10.1

    
 

    Executive
      Employment Agreement

     

    


     

    
      	1.  	
              Employment.

            


    

     

    Employer
      agrees to employ Executive and Executive accepts such employment for the period
      beginning as of August 21, 2006 and ending upon her separation pursuant to
      Section
      1(c)
      hereof
      (the “Employment
      Period”).

     

    (a)  Position
      and Duties.

     

    (i)  During
      the Employment Period, Executive shall serve as the Senior Vice President,
      Quality and Regulatory Affairs 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 her best efforts and her full business time and attention to the business
      and affairs of the Company, Employer and their Subsidiaries.

     

    (b)  Salary,
      Bonus and Benefits.  During
      the Employment
      Period, Employer will pay Executive a base salary of $225,000 per annum (the
      “Annual
      Base Salary”).
      In
      addition, 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 45% of Annual Base Salary.
      Executive is eligible for the Long Term Incentive Plan of the company and upon
      execution of this Agreement Executive shall receive an initial award calculated
      as follows: (a) Restricted Stock in the Company to vest over three years
      conditioned on the performance criteria specified in Exhibit “A” where the
      number of shares awarded is determined by dividing $45,000 by the Closing price
      of the Stock on August 21st
      2006.
      During the Employment Period, Executive will be entitled to such other benefits
      approved by the Board and made available to the senior management of the
      Company, Employer and their Subsidiaries,
      which
      shall include vacation time (four weeks per year - two weeks for the balance
      of
      calendar 2006) and medical, dental, life 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 the Company, Employer and their respective Subsidiaries or
      (ii)
      the Company, Employer and their respective Subsidiaries decide to terminate
      Executive’s employment with or without Cause. If (A) Executive’s employment is
      terminated without Cause pursuant to clause (ii)
      above or
      (B) Executive resigns from employment with the Company, Employer or any of
      their
      respective Subsidiaries for Good Reason, then 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”),
      Employer shall pay to Executive, in equal installments on the Employer’s regular
      salary payment dates, an aggregate amount equal to (I) her Annual Base Salary,
      plus (II) an amount equal to the Annual Bonus, if any, paid or payable to
      Executive by Employer for the last fiscal year ended prior to the date of
      termination. Notwithstanding the foregoing, during the first year of employment
      only, for the purposes of this Section
      1(c)
      the
      Annual Bonus paid or payable to Executive by Employer for the last fiscal year
      ended prior to the date of termination shall be deemed to be the full Target
      Bonus. 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 the Company’s or its Subsidiaries’
certificate(s) of incorporation, by-laws or under any of the Company’s or its
      Subsidiaries’ directors or officers insurance policy(ies) or applicable law, or
      equity claims to contribution from the Company 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 the Company or its Subsidiaries. Not later than eighteen (18) months
          following the termination of Executive’s employment, the Company 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 the
          Company or its Subsidiaries has against Executive; provided
          that,
          such
          release shall not release any claims that the Company 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 the Company or its Subsidiaries are entitled as a matter of law or
          any
          claims arising out of mistaken indemnification by the Company 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.

         

      

    

    2.  Confidential
      Information.

     

    (a)  Obligation
      to Maintain Confidentiality.  Executive
      acknowledges
      that the information, observations and data (including trade secrets) obtained
      by her during the course of her performance under this Agreement concerning
      the
      business or affairs of the Company, Employer and their respective Subsidiaries
      and Affiliates (“Confidential
      Information”)
      are
      the property of the Company, Employer or such Subsidiaries and Affiliates,
      including information concerning acquisition opportunities in or reasonably
      related to the Company’s and Employer’s business or industry of which Executive
      becomes aware during the Employment Period. Therefore, Executive agrees that
      she
      will not disclose to any unauthorized Person or use for her own account (for
      his
      commercial advantage or otherwise) any 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, the Company or any
      of their Subsidiaries and Affiliates or (iii) is required to be disclosed
      pursuant to any applicable law, court order or other governmental decree.
      Executive shall deliver to the Company at a Separation, or at any other time
      the
      Company 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 Company, Employer and their respective Subsidiaries and
      Affiliates (including, without limitation, all acquisition prospects, lists
      and
      contact information) which she may then possess or have under her
      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 the Company’s, Employer’s
      or any of their respective Subsidiaries’ 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
      Company, Employer or any of their respective Subsidiaries or Affiliates
      (including any of the foregoing that constitutes any proprietary information
      or
      records) (“Work
      Product”)
      belong
      to the Company, Employer or such Subsidiary or Affiliate and Executive hereby
      assigns, and agrees to assign, all of the above Work Product to the Company,
      Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared
      in
      whole or in part by Executive in the course of her work for any of the foregoing
      entities shall be deemed a “work made for hire” under the copyright laws, and
      the Company, 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 the Company, 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 Company’s, 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 the Company, Employer and their respective Subsidiaries and Affiliates
      will
      receive from third parties confidential or proprietary information
      (“Third
      Party Information”)
      subject to a duty on the Company’s, Employer’s and their respective
      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
      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 the Company,
      Employer or their respective Subsidiaries and Affiliates who need to know such
      information in connection with their work for the Company, Employer or any
      of
      their respective Subsidiaries and Affiliates) or use, except in connection
      with
      her work for the Company, Employer or any of their respective Subsidiaries
      and
      Affiliates, Third Party Information unless expressly authorized by a member
      of
      the Board (other than herself 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 the Company, Employer or any of their
      respective 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 her 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 the Company, Employer or any of their respective 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 in the course of her employment with Employer she will become
      familiar with the Company’s, Employer’s and their respective Subsidiaries’ trade
      secrets and with other confidential information concerning the Company, Employer
      and such Subsidiaries and that her services will be of special, unique and
      extraordinary value to the Company, 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, she shall not without the express written consent of the Company,
      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) competing with a brand of the Company, Employer, Medtech
      Products, Inc., The Denorex Company, The Spic and Span Company, The Comet
      Products Corporation, Prestige Brands International, Inc., Vetco, Inc., or
      any
      business acquired by such Persons, or any Subsidiaries of such Persons,
      representing 10% or more of the consolidated revenues or EBITDA of the Company
      and its Subsidiaries 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 (collectively “The Prestige Companies”) or (ii) in which
      The Prestige Companies have conducted discussions or has requested and received
      information relating to the acquisition of such business by such Person (x)
      within one year prior to the Separation 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 period commencing on the date of termination
          of the
          Employment Period and ending on the first anniversary of the date of
          termination, Executive shall not directly or indirectly through another
          entity
          (i) induce or attempt to induce any employee of The Prestige Companies
          to leave
          the employ of the Company, Employer or any subsidiary, or in any way interfere
          with the relationship between The Prestige Companies and any employee thereof,
          (ii) hire any person who was an employee of The Prestige Companies within
          180
          days after such person ceased to be an employee of the Company, Employer
          or any
          of their respective Subsidiaries (provided,
          however,
          that
          such
          restriction shall not apply for a particular employee if the Company has
          provided its written consent to such hire, which consent, in the case of
          any
          person who was not a key employee of The Prestige Companies shall not be
          unreasonably withheld), (iii) induce or attempt to induce any customer,
          supplier, licensee or other business relation of The Prestige Companies
          to cease
          doing business with The Prestige Companies or in any way interfere with
          the
          relationship between any such customer, supplier, licensee or business
          relation
          and The Prestige Companies or (iv) directly or indirectly acquire or attempt
          to
          acquire an interest in any business relating to the business of The Prestige
          Companies and with which The Prestige Companies has conducted discussions
          or has
          requested and received information relating to the acquisition of such
          business
          by The Prestige Companies in the two year period immediately preceding
          a
          Separation.

        
           

              (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,
            the
            Company, Employer, their respective 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).

           

          
                (d)
              Additional Acknowledgments.  Executive
              acknowledges
              that the provisions of this Section
              1
              are in
              consideration of: (i) employment with the Employer, (ii) the prospective
              issuance of Securities by the Company pursuant to the Long Term Incentive
              Compensation Program 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 the Company, Employer and
        their
        respective Subsidiaries will be conducted throughout the United States, (ii)
        notwithstanding the state of incorporation or principal office of the Company,
        Employer or any of their respective Subsidiaries, or any of their respective
        executives or employees (including the Executive), it is expected that the
        Company and Employer will have business activities and have valuable business
        relationships within its industry throughout the United States and (iii)
        as part
        of her responsibilities, Executive will be traveling throughout the United
        States in furtherance of Employer’s business and its relationships. Executive
        agrees and acknowledges that the potential harm to the Company and Employer
        of
        the non-enforcement of Section
        2
        and this
Section
        3
        outweighs any potential harm to Executive of its enforcement by injunction
        or
        otherwise. Executive acknowledges that she 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 the Company,
        Employer and their 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.

    

        

    IN
      WITNESS WHEREOF, the parties hereto have executed this Executive Employment
      Agreement on the date first written above.

     

                                    PRESTIGE
      BRANDS
      HOLDINGS, INC.

    


    


                                    By:
/s/
      Peter C.
      Mann               
      

                                    Name:
      Peter C.
      Mann

                                    Title:
      Chairman and
      Chief Executive Officer 

    


     

    
                                
/s/
      Jean A.
      Boyko                    

                                     Jean
      A. Boyko 

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    DEFINITIONS

     

    


    "Cause"
      is defined as (i) your willful and continued failure to substantially perform
      your duties with the Company (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
      the
      Company 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 the Company
      or
      its affiliates, (v) any violation of the Company's policies relating to
      compliance with applicable laws which have a material adverse effect on the
      Company or its affiliates or (vi) your breach of any restrictive covenant.
      For
      purposes of clauses (i) and (ii) of this definition, (x) 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 the Company.

    


    "Good
      Reason" is defined as, without your consent, (i) the assignment to you of any
      duties inconsistent with your status as the Senior Vice President Quality and
      Regulatory Affairs or a substantial adverse alteration in the nature or status
      of the your responsibilities, unless the Company has cured such events within
      10
      business days after the receipt of written notice thereof from you, (ii) a
      reduction in your annual base salary or target annual bonus percentage, except
      for across-the-board salary reductions similarly affecting all senior Company
      executives, or (iii) the relocation of the Company's headquarters by more than
      30 miles.