Prestige Consumer Healthcare (PBH) 10-K 2014 FY Annual report

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”; capitalized terms used but not defined herein shall have the meanings set forth in 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. The 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

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4.    Acceleration upon Change in Control. The Committee has determined that upon a Change in Control, the Option will accelerate, vest and become fully exercisable immediately prior to the Change in Control, without any requirement that the Employee be terminated in connection with such Change in Control.

5.    Nontransferable. Unless otherwise approved by the 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.

6.    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.

7.    Acceptance of Option; Clawback Policy. The Employee hereby accepts this Option subject to all the restrictions, limitations and other terms and provisions of the Plan, this Agreement and the Company’s Clawback Policy.

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: Matthew M. Mannelly

     Title: Chief Executive Officer

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