Form of Nonqualified Stock Option Agreement


    PRESTIGE
      BRANDS HOLDINGS, INC. 

    EMPLOYEE
      NONQUALIFIED STOCK OPTION AGREEMENT

    


    


    THIS
      OPTION AGREEMENT, made and entered into as of the ___ day of ______, ____ (the
      “Effective Date”), between PRESTIGE BRANDS HOLDINGS, INC., a Delaware
      corporation (the “Company”), and ______________________, an employee of the
      Company or of a subsidiary of the Company (the “Employee”).

    


    WHEREAS,
      the Company desires, by affording the Employee an opportunity to purchase shares
      of its capital stock as hereinafter provided, to carry out the purpose of the
      2005 Long-Term Equity Incentive Plan (the “Plan”).

    


    NOW,
      THEREFORE, for and in consideration of the premises and other good and valuable
      consideration, including the services rendered and to be rendered to the Company
      by the Employee, the Company does hereby grant an option to the Employee, and
      the Employee accepts such option, on the following terms and
      conditions:

     

    1.     Grant
      of
      Option and Option Price.
      The
      Company hereby grants to the Employee the right and option (the “Option”) to
      purchase all or any part of the number of shares of the common stock of the
      Company (par value of $.01 per share) herein set forth, at the price per share
      herein set forth, subject to all the restrictions, limitations and other terms
      and provisions of the Plan and of this Agreement:

    


    Number
      of
      shares covered by this Option:    

    


    Price
      per
      share for the above shares: 
      $____________

    


    2.     Term
      of Option.
      This
      term of the Option is ten years from the Effective Date and the Option expires
      on ___________, subject to earlier termination as provided in the
      Plan.

    


    3.     Exercisability.
      Except
      as may be provided in the Plan, this Option, subject to all the restrictions,
      limitations and other terms and provisions of the Plan and of this Agreement,
      shall become exercisable in accordance with the following schedule:

    


    
      	
              Date
                Exercisable

               

            	
              Number
                of Shares

            
	 	 
	 	 
	 	 


    

     

    4.     Nontransferable.
      Unless
      otherwise approved by the Compensation Committee or expressly permitted in
      the
      Plan, this Option is not transferable by the Employee and is exercisable only
      by
      the Employee during his or her lifetime.

    


    5.     Agreement
      Subject to Plan.
      This
      Agreement does not undertake to express all conditions, terms and provisions
      of
      the Plan; and the grant, and any exercise, of this Option is subject in all
      respects to all of the restrictions, limitations and other terms and provisions
      of the Plan, which, by 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    this
      reference, are incorporated herein to the same extent as if copied
      verbatim.

    


    6.     Acceptance
      of Option.
      The
      Employee hereby accepts this Option subject to all the restrictions, limitations
      and other terms and provisions of the Plan and of this Agreement. 

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Option Agreement as of the day and year first above
      written.

    


    


    EMPLOYEE:                      PRESTIGE
      BRANDS HOLDINGS, INC.

    


                                                  
      By:           

    Name:                        
Name:

                          
      Title: 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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