EX-10.22 64 a2139109zex-10_22.txt EXHIBIT 10.22 Exhibit 10.22 [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 Gerard F. Butler ("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 make certain other acknowledgments with respect to the Agreement and 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. The defined term "Distribution Offset and Contribution Obligation" shall be disregarded for all purposes of the Agreement and none of the Parties shall have any existing or future obligations or liabilities to another Party as a result of such term. 2. EXHIBIT B to the Agreement shall be replaced and superseded in its entirety by the form of EXHIBIT B attached hereto. 3. Except for the changes noted in Sections 1 and 2 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). 4. 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. * * * * * * 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 --------------------------------- Name: Vincent J. Hemmer --------------------------------- Title: President --------------------------------- MEDTECH/DENOREX MANAGEMENT, INC. By: /S/ PETER C. MANN --------------------------------- Name: Peter C. Mann --------------------------------- Title: President --------------------------------- /S/ GERARD F. BUTLER ---------------------------------------- GERARD F. BUTLER 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 --------------------------------- Name: David A. Donnini Its: Principal [MEDTECH/DENOREX: SIGNATURE PAGE TO FIRST AMENDMENT AND ACKNOWLEDGMENT TO SENIOR MANAGEMENT AGREEMENT] 2 EXHIBIT B EBITDA
Fiscal Year Annual EBITDA ----------- ------------- 2004 $ 35,376,500 2005 $ 41,153,750 2006 $ 45,483,750 2007 $ 49,997,250 2008 $ 54,602,250
B-1