Exhibit
10.24
PRESTIGE BRANDS HOLDINGS,
INC.
2005 LONG-TERM EQUITY INCENTIVE
PLAN
AWARD AGREEMENT FOR RESTRICTED
STOCK UNITS
THIS AWARD
AGREEMENT (the
"Agreement") is made and entered into effective as of
________________, ________, by and between PRESTIGE BRANDS
HOLDINGS, INC., (together with its subsidiaries, the
"Company"), and _____________________ (the "Participant"), pursuant
to the Prestige Brands Holdings, Inc. 2005 Long-Term Equity
Incentive Plan, as it may be amended and restated from time to time
(the "Plan"). Capitalized terms used but not defined
herein shall have the meanings set forth in the Plan.
W
I T N
E S S E T H
:
WHEREAS, the Participant is eligible to receive an Award
under the terms of the Plan; and
WHEREAS, pursuant to the Plan and subject to the
execution of this Agreement, the Committee has granted, and the
Participant desires to receive, an Award.
NOW, THEREFORE, for and in consideration of the premises, the
mutual promises and covenants herein contained, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. AWARD OF
RESTRICTED STOCK UNITS . On the date specified on Exhibit A
attached hereto (the "Date of Grant") but subject to the execution
of this Agreement, the Company granted to the Participant an Award
in the form of Restricted Stock Units ("RSUs") entitling the
Participant to receive from the Company, without payment, one share
of Common Stock (a "Share") for each RSU set forth on said Exhibit
A.
2. EFFECT
OF PLAN . The RSUs are in all respects
subject to, and shall be governed and determined by, the provisions
of the Plan (all of the terms of which are incorporated herein by
reference) and to any rules which might be adopted by the Board or
the Committee with respect to the Plan to the same extent and with
the same effect as if set forth fully herein. The
Participant hereby acknowledges that all decisions and
determinations of the Committee shall be final and binding on the
Participant, his beneficiaries and any other person having or
claiming an interest in the RSUs.
3.
VESTING . The RSUs shall vest according to
the schedule set forth on Exhibit A. Notwithstanding the
foregoing, upon the Participant's death, Disability, or Retirement
the Committee, in its sole discretion, may vest the
RSUs. The RSUs may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated until the RSUs
vest.
4. RIGHTS
PRIOR TO VESTING . During the period prior to lapse of
the restrictions and the vesting, in the event that any dividend is
paid by the Company with respect to the Common Stock (whether in
the form of cash, Common Stock or other property), then the
Committee shall, in the manner it deems equitable or appropriate,
adjust the number of RSUs allocated to each
Participant's
Stock Award Account to reflect such dividend.
5.
SETTLEMENT OF RSUS . Each RSU will be settled by
delivery to the Participant, or in the event of the Participant's
death to the Participant's legal representative, of one Share for
each vested RSU promptly following the earliest of:
(a)
the Participant's
death;
(b)
the Participant's
termination due to Disability; or
(c)
the later of the
following:
(1)
the Participant's
Termination of Employment, as hereinafter defined; or
(2)
the Participant's
Deferred Settlement Date, as set forth in Exhibit A
hereto.
For purposes of
this Agreement, a Participant's Termination o
