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Exhibit 10.28
[EXECUTION COPY]
FIRST AMENDMENT AND ACKNOWLEDGMENT
TO SENIOR MANAGEMENT AGREEMENT
This First Amendment and Acknowledgment to Senior Management Agreement
(this "AMENDMENT"), dated as of March 5, 2004, is made to the Senior Management
Agreement (the "AGREEMENT"), dated as of February 6, 2004, by and among
Medtech/Denorex, LLC, a Delaware limited liability company (the "COMPANY"),
Medtech/Denorex Management, Inc., a Delaware corporation ("EMPLOYER"), and
Michael A. Fink ("EXECUTIVE"). The Company, Employer and Executive are referred
to herein as the "PARTIES" and individually as a "PARTY." Each capitalized term
used herein but not otherwise defined shall have the meaning ascribed to such
term in the Agreement.
WHEREAS, concurrently herewith, the Company and one of its Subsidiaries is
acquiring collectively all of the outstanding shares of capital stock of The
Spic and Span Company, a Delaware corporation ("SNS"), thereby causing SNS to
become a Subsidiary of the Company.
WHEREAS, in connection with such acquisition of SNS (the "ACQUISITION"),
the Parties desire to amend EXHIBIT B to the Agreement in order to adjust the
EBITDA projections set forth therein so that the adjusted projections take into
account the Acquisition; and
WHEREAS, the Parties desire to acknowledge and reaffirm the other terms and
provisions of the Agreement.
NOW, THEREFORE, effective upon consummation of the Acquisition, the Parties
hereto, intending to be legally bound, hereby agree as follows:
1. EXHIBIT B to the Agreement shall be replaced and superseded in its entirety
by the form of EXHIBIT B attached hereto.
2. Except for the changes noted in Section 1 above, the Agreement shall remain
in full force and effect and any dispute under this Amendment shall be
resolved in accordance with the terms of the Agreement, including, but not
limited to, Section 13(g) thereof (Choice of Law).
3. This Amendment may be executed in any number of counterparts (including by
means of facsimiled signature pages), which shall together constitute one
and the same instrument.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
and Acknowledgment to Senior Management Agreement on the date first written
above.
MEDTECH/DENOREX, LLC
By: /S/ VINCENT J. HEMMER
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Name: Vincent J. Hemmer
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Title: President
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MEDTECH/DENOREX MANAGEMENT, INC.
By: /S/ PETER C. MANN
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Name: Peter C. Mann
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Title: President
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/S/ MICHAEL A. FINK
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MICHAEL A. FINK
Accepted and agreed to
by the Majority Holders
(as defined in the Purchase Agreement):
GTCR FUND VIII, L.P.
By: GTCR Partners VIII, L.P.
Its: General Partner
By: GTCR Golder Rauner II, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
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Name: David A. Donnini
Its: Principal
[MEDTECH/DENOREX: SIGNATURE PAGE TO FIRST AMENDMENT AND ACKNOWLEDGMENT TO
SENIOR MANAGEMENT AGREEMENT]
2
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EXHIBIT B
EBITDA
<Table>
<Caption>
Fiscal Year Annual EBITDA
- ---------- -------------
2004 $ 35,376,500
2005 $ 41,153,750
2006 $ 45,483,750
2007 $ 49,997,250
2008 $ 54,602,250
</Table>
B-1