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Exhibit 10.25
[Prestige
Brands, Inc. Letterhead]
Mark Pettie
Chairman
and CEO
July
17, 2007
Dr.
Eric Millar
31
Landing Drive
Dobbs
Ferry, New York 10522
Dear
Eric:
I
refer to Peter Mann’s letter of January 18, 2007
confirming an offer to you related to your possible retirement
from the Company.
The
purpose of this letter is, as a matter of mutual convenience,
to extend that offer from its current expiration of July 17,
2007 until August 31, 2007. Other than the extension of the
expiration of the offer, all other terms of the letter of
January 18, 2007 remain in effect. If you should decide to
accept the following offer, upon your signature and pursuant
to the terms set forth below, this offer shall become a
binding agreement between you and the Company.
Very truly
yours,
/s/Mark
Pettie
Mark Pettie
Agreed
to and accepted:
/s/Eric M. Millar
Dr.
Eric Millar
July
17, 2007
90 North Broadway Irvington, New
York 10533
phone: (914)
524-6882 fax: (914)
524-7401 email:
mpettie@prestigebrandsinc.com
[Prestige
Brands, Inc. Letterhead]
Stephen R. O’Brien
Vice
President, Human Resources
August
30, 2007
Mr.
Eric Millar
Office
Dear
Eric;
As
discussed today, Prestige Brands will honor your request to
delay receiving your severance benefits until April 1, 2008.
In addition, Prestige Brands agrees to keep you and your
spouse on our Medical and Dental Insurance plans from October
1, 2007 to March 31, 2008. In order to accommodate
this request you agree to pay Prestige Brands 100% of the cost
of these programs for this six month period. The monthly cost
for your current Medical and Dental Insurance coverage will be
$1,214.51.
This
six month delay in receiving your severance benefits does not
impact any part of your severance agreement with the company
nor impact your future COBRA rights. With this change, your
Medical and Dental insurance coverage referenced in your
severance agreement will begin on April 1, 2008 and end as of
March 31, 2009.
Sincerely,
/s/Stephen
R. O’Brien
Cc: Lynda
Yazzolino
/s/Eric M. Millar
8/30/2007
Eric
Millar Date
90 North Broadway Irvington, New
York 10533
phone: (914)
524-6882 fax: (914)
524-7401 email:
mpettie@prestigebrandsinc.com
[Prestige
Brands, Inc. Letterhead]
Peter C. Mann
Chairman
and CEO
January
18, 2007
Dr.
Eric
Millar
CONFIDENTIAL
31
Landing Drive
Dobbs
Ferry, New York 10522
Dear
Dr. Millar:
The
purpose of this letter is to confirm the terms of an offer to
you that has been authorized by the Boards of Directors of
Prestige Brands Holdings, Inc., and Prestige Brands, Inc.
(collectively, “Prestige” or
“Company”). After you have read this offer, the
Board suggests that you obtain counsel to review the terms of
this offer and then discuss the matter with your spouse prior
to formally responding. It is the intention of the
Company that this offer be irrevocable for a period of six
months, or until July 17, 2007. If you should
decide to accept the following offer, upon your signature and
pursuant to the terms set forth below, this offer shall become
a binding Agreement between you and the Company (hereinafter,
the “Agreement”).
This
offer is in recognition of the unique and valuable
contribution made by you to the public company that Prestige
has become and your willingness to cooperate in transitioning
your responsibilities to your successor.
As
you know, to date, your employment with Prestige has been
governed by an Amended and Restated Senior Management
Agreement (“SMA”) dated February 4, 2005. From
time to time, you may be referred to as “you” or
“Employee” in the following offer.
The
components of the offer, which will become the Agreement in
the event that you accept it, are as follows:
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1.
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Incorporation by Reference . Except as modified
by the terms of this Agreement, Sections 1, 2, 3, 5, 6, 7(b), 8, 9,
10, 11, and 12 (but not Section 12(g)
thereof, concerning choice of law) of the Amended and Restated
Senior Management Agreement between and among Prestige
International Holdings, LLC; Prestige Brands Holdings, Inc.;
Prestige Brands, Inc.; and Eric Millar, dated February 4, 2005 (the
“SMA”), as they may heretofore from time to time have
been amended by the Board of Directors of the Company and the
Compensation Committee thereof, are reaffirmed and are incorporated
herein by reference.
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90 North Broadway Irvington, New
York 10533
phone: (914)
524-6801 fax: (914)
524-6802 email:
pmann@prestigebrandsinc.com
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2.
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Work at Home . Effective on a date to
be chosen by the Company, but in any event prior to September 30,
2007, you will resign as an officer of Prestige by means of a
written instrument that is substantially similar to the model
letter of resignation that is annexed hereto as Exhibit A. Once you
accept this offer and execute this Agreement, the Company will
thereafter set your resignation date (the “Resignation
Date”) which will be prior to September 30, 2007. Prior to
the Resignation Date your efforts will be primarily in the area of
transitioning your responsibilities to your replacement. For a
period of 1 year following your resignation date you will become a
“Work At Home” employee with no specific daily
responsibilities that would require your presence at
Prestige’s offices for a period of one year. During this
“Work At Home” period, you will be called upon from
time to time to provide advice, information or guidance to
Prestige, but only with ample advance notice and response time
built in. You may be invited to come to the Prestige offices, from
time to time, at the Company’s initiation. Notwithstanding
the foregoing, you will be under no obligation to travel or provide
services according to a predetermined schedule. All company
property, including but not limited to your blackberry, your mobile
phone, company files and other property will be returned to the
Company prior to the “Work At Home” period.
Notwithstanding the foregoing, you will have the option of
purchasing your laptop at its net book value at the commencement of
your “Work At Home” period.
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3.
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Salary Continuation . After your resignation as
an officer of the Company your current salary and benefits,
including bonus eligibility, will continue. During the year
beginning on April 1, 2007 and continuing through the Work At Home
period, your annual salary rate shall be $213,000 and shall be paid
twice monthly, consistent with the Company’s normal payroll
practices. During the “Work At Home” period, your
health, dental, death and disability insurance benefits shall
continue; but your 401(k), vacation and cafeteria plans will not
continue. Your salary shall be paid notwithstanding any consulting
or other non-company employment you may choose to undertake, so
long as you are not in breach of the terms set forth in this offer.
Notwithstanding the for
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