Exhibit 10.1
FORM OF RESTRICTED STOCK GRANT AGREEMENT
[DATE]
[GRANTEE
[ADDRESS]
Re:
Prestige Brands Holdings, Inc. Grant of Restricted Stock
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 has granted to you shares of the Company's
Common Stock, par value $0.01 per share, as set forth below (the "Restricted
Shares"), subject to the terms and conditions set forth herein. Capitalized
terms used herein but not defined herein shall have the meanings ascribed to
such terms in the Plan.
Original Grant Date:
Total Number of Restricted Shares:
Vesting Dates and Number of Restricted Shares that shall vest:
Date
Number
1.
CONFORMITY WITH PLAN.
THE GRANT OF RESTRICTED 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 AND THE PLAN AND AGREE TO BE BOUND BY
ALL OF THE TERMS OF THIS AGREEMENT AND THE PLAN.
2.
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 A DIRECTOR AT ANY TIME (WITH OR WITHOUT CAUSE), NOR
CONFER UPON YOU ANY RIGHT TO CONTINUE AS A DIRECTOR OF THE COMPANY FOR ANY
PERIOD OF TIME, OR TO CONTINUE YOUR PRESENT (OR ANY OTHER) RATE OF COMPENSATION.
3.
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.
4.
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.
5.
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.