0001295947-15-000015 Sample Contracts

RETIREMENT AGREEMENT
Retirement Agreement • May 14th, 2015 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York

This Retirement Agreement (“Agreement”) is made and entered into by Matthew M. Mannelly (“Executive”) on the one hand, and Prestige Brands Holdings, Inc. (“Company”) on the other hand, as of the date of the last of the Parties’ signatures, below. For purposes of this Agreement, Executive and Company are collectively referred to as the “Parties.”

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AMENDMENT NO. 3
Credit Agreement • May 14th, 2015 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York

AMENDMENT NO. 3, dated as of May 8, 2015 (this “Amendment”), to the Credit Agreement dated as of January 31, 2012 (as amended by Amendment No. 1, dated as of February 21, 2013, by Amendment No. 2, dated as of September 3, 2014 and as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”), the other Guarantors from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

EMPLOYMENT AGREEMENT
Award Agreement • May 14th, 2015 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into by and between PRESTIGE BRANDS HOLDINGS, INC. (the “Company”) and RONALD M. LOMBARDI (“Executive”) as of April 22, 2015 (the “Effective Date”). This Agreement replaces in its entirety that certain Employment Agreement between the Company and Executive dated as of December 6, 2010 (the “Original Employment Agreement”).

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