Employment Agreement - James R. Craigie

Amended and Restated Change in Control and Severance Agreement

 

 

EMPLOYMENT AGREEMENT

 

AGREEMENT dated as of the 11th day of June 2004, by and between Church & Dwight Co., Inc. (the “Company”), and James R. Craigie (the “Executive”).

 

WHEREAS, the Company wishes to employ the Executive and the Executive wishes to be employed by the Company, upon the terms and conditions set forth below.

 

NOW, THEREFORE, in consideration of the promises and the mutual agreements set forth below, the Company and the Executive agree as follows:

 

1. Employment, Term.

 

1.1 Employment. The Company agrees to employ the Executive in the positions and with the responsibilities, duties and authority set forth in Section 2.

 

1.2 Term. The term of the Executive’s employment under this Agreement shall commence as of June 21, 2004 and shall terminate in accordance with this Agreement.

 

2. Position, Duties, Board Membership.

 

2.1 Position. The Executive shall serve the Company in the position of President and Chief Executive Officer, effective on July 6, 2004.

 

2.2 Duties. The Executive shall perform, faithfully and diligently, such duties, and shall have such responsibilities, appropriate to said position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”). The Executive shall report to the Board. The Executive shall devote his full business time and attention to the performance of his duties and responsibilities hereunder. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on one board of a for-profit organization, presently World Kitchen, Inc., with future board service at other companies subject to prior approval of the Board, (ii) serving on the boards of directors of trade associations, (iii) engaging in charitable activities and community affairs, presently including service on the board of Graham Windham, and (iv) managing his personal investments and affairs, provided that the activities described in the preceding clauses (i) through (iv) do not interfere with the proper performance of his duties and responsibilities hereunder.

 

2.3 Board Membership. The Executive shall be appointed to the Board effective on July 6, 2004.

 

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3. Base Salary, Annual Incentive, Stock Options, Other Benefits.

 

3.1 Base Salary. During the term of this Agreement, the Company shall pay to the Executive a minimum base salary at the rate of $650,000 per annum, payable in accordance with the standard payroll practices of the Company. The Executive shall be entitled to periodic reviews for increases in base salary during the term hereof, as shall be determined and approved by, and in the sole discretion of the Board, taking account of the performance of the Company and the Executive, Company policy and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. The first such review shall take place on or about April 1, 2005.

 

3.2 Annual Incentive. (a) In addition to the base salary provided for in Section 3.1, the Executive shall be eligible to receive an annual incentive payment, as approved by the Board, in each calendar year of the Company falling during the term of this Agreement. The target incentive (the “Target Incentive”) for the Executive will be 100% of base salary, with a minimum incentive of 0% of base salary up to a maximum incentive of 200% of base salary, based on the achievement of performance goals previously established for the Company and the Executive and approved by the Board. For 2004, a minimum incentive will be paid at the target level of 100% of base salary, pro-rated based on the number of days in 2004 following commencement of employment under this Agreement. Any annual incentive provided to the Executive shall be payable upon or within a reasonable period of time after the receipt of the Company’s audited financial statements for the applicable calendar year in accordance with the Company’s normal practices. Subject to subparagraph (b) below, in order to be eligible to receive an annual incentive payment with respect to any calendar year, the Executive must be employed by the Company on January 1st of the immediately succeeding calendar year.

 

(b) In the event of the termination of employment of the Executive pursuant to Section 6.1 (Death), or Section 6.2 (Disability) of this Agreement, the Executive (or his estate or other legal representative) shall be entitled to a pro-rated incentive for the calendar year in which such termination takes place (payable in accordance with Section 3.2(a)) in an amount equal to the product of (i) the bonus for such calendar year at 100% of targeted bonus, multiplied by (ii) a fraction, the numerator of which is the number of days from the beginning of such calendar year to the date of termination, and the denominator of which is 365. In the event of the termination of employment of the Executive pursuant to Section 6.3 (Due Cause) or Section 6.5 (Voluntary Termination) of this Agreement, the Executive shall not be entitled to an incentive for the calendar year of the Company in which such termination takes place. In the event of the termination of employment of the Executive pursuant to Section 6.4 (Termination by the Company Without Cause), or Section 6.6 (Termination by Executive for Good Reason), the Executive shall be entitled to a pro-rated incentive for the calendar year in which such termination takes place (payable in accordance with Section 3.2(a)) in an amount equal to the product of (i) the bonus for such calendar year, based on the attainment of stated Board objectives, multiplied by (ii) a fraction, the numerator of which is the number of days from the beginning of such calendar year to the date of termination, and the denominator of which is 365.

 

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3.3 Stock Options. (a) The Company shall grant to the Executive options to purchase one hundred twenty-five thousand (125,000) shares of common stock (the “Stock”), pursuant to the terms of the Stock Award Plan, as the same may be amended from time to time in accordance with its terms (the “Stock Award Plan”), of the Company, upon the commencement of Executive’s employment hereunder pursuant to Section 1.2 of this Agreement.

 

(b) The options provided in subparagraph (a) shall be evidenced by a stock option agreement (“Option Agreement”) entered into between the Executive and the Company, which agreement shall provide for vesting of 41,666 options on each of the first and second anniversaries of the date of grant, and 41,668 options on the third anniversary of date of grant of such Stock and a term of ten years. The Option Agreement is attached hereto as Exhibit A. All other terms of the grant shall be governed by the Stock Award Plan.

 

(c) The Executive may participate in future awards of options (beginning in 2005) to purchase Stock and/or participate in other stock-based incentives in a manner consistent with any stock award plan adopted by the Company for its senior corporate officers. The determination as to the amount of options and/or other stock-based incentives, if any, shall be at the sole discretion of the Board.

 

(d) All issues concerning vesting, exercising, and forfeiture of stock options granted under this Agreement shall be governed by the terms of the Option Agreement and Stock Award Plan.

 

3.4 Senior Corporate Officer Benefits. The Executive shall be entitled to participate in whatever benefit plans are now existing or are hereafter adopted by the Board for the senior corporate officers of the Company.

 

4. Expense Reimbursement, Relocation Expenses.

 

4.1 Expense Reimbursement. During the term of this Agreement, the Company shall reimburse the Executive for all reasonable and necessary out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, upon the presentation of proper accounts in accordance with the Company’s policies and practices for senior corporate officers.

 

4.2 Relocation Expenses. The Company shall provide the Executive with reimbursement for relocation expenses in accordance with its current relocation program, with an after-tax lump sum payment of $25,000 for miscellaneous expenses. The Company will also reimburse the Executive for reasonable temporary housing rental and utilities expenses in the Princeton, New Jersey area for up to fifteen (15) months following commencement of his employment under this Agreement.

 

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5. Pension and Welfare Benefits, and Vacation.

 

5.1 Benefit Plans. During the term of this Agreement, the Executive will be eligible to participate in all employee benefit plans and programs (including, without limitation 401(k) Plan, medical, dental, life, and disability plans of the Company) offered by the Company from time to time to its senior corporate officers, subject to the provisions of such plans and programs as in effect from time to time.

 

5.2 Vacation. The Executive shall be entitled to four (4) weeks vacation per annum.

 

6. Termination of Employment.

 

6.1 Death. In the event of the death of the Executive, the Company shall pay to the estate or other legal representative of the Executive the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of the Executive’s death and not theretofore paid to the Executive, and an incentive payment calculated as provided in Section 3.2(b), as well as all unreimbursed business expenses incurred through the date of termination and any unpaid prior year incentive payment. Rights and benefits of the estate or other legal representative of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs.

 

6.2 Disability. If the Executive becomes permanently and totally incapacitated by reason of sickness, accident or other physical or mental disability (as defined in the Company’s Long Term Disability program then in effect), the Company shall terminate the Executive and shall pay to the Executive the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of the Executive’s termination and not theretofore paid to the Executive, and an incentive payment calculated as provided in Section 3.2(b), as well as all unreimbursed business expenses incurred through the date of termination and any unpaid prior year incentive payment. Rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs.

 

6.3 Due Cause. The employment of the Executive hereunder may be terminated by the Company at any time for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Executive the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Executive, as well as all unreimbursed business expenses incurred through the date of termination and any unpaid prior year incentive payment. Rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. For purposes hereof, “Due Cause” shall be defined as (a) the Executive’s substantial failure to discharge his duties and responsibilities under this Agreement for any reason other than permanent and total incapacity by reason of sickness, accident or other physical or mental disability (as defined in the Company’s

 

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Long Term Disability program then in effect), after being given notice in writing and opportunity to cure, (b) any act of willful misconduct, dishonesty, or fraud involving the Company, or (c) any breach of the Executive’s fiduciary duties to the Company.

 

6.4 Termination by the Company Without Cause. The Company may terminate the Executive’s employment at any time for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1 (Death), 6.2 (Disability), 6.3 (Due Cause) or 6.5 (Voluntary Termination), the Company shall pay to the Executive (a) the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of the Executive’s termination and not theretofore paid to the Executive and an incentive payment calculated as provided in Section 3.2(b); and (b) severance pay in the form of base salary continuation for the period of twenty-four (24) months (the “Severance Period”), commencing on the day immediately following the date of termination, at a rate equal to the base salary then in effect; provided, however, that such salary continuation shall not be subject to offset during the first twelve months of the Severance Period but shall be subject to offset beginning on the first day of the thirteenth month through the end of the Severance Period by any salary compensation received by the Executive from other full time employment. During the Severance Period, the Company shall continue to provide life, medical and dental coverage for the Executive at the levels which were being provided to the Executive immediately prior to the termination of his employment on the same basis as such benefits are provided to other senior corporate officers of the Company; provided, however, that all such benefits shall be offset by any like benefits received by the Executive from other full time employment at any time during the Severance Period. In addition, the Company shall pay all unreimbursed business expenses incurred through the date of termination and any unpaid prior year incentive payment. The Company will also provide outplacement services to the Executive, up to a maximum cost of $75,000. Rights and benefits of the Executive under the other benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs.

 

6.5 Voluntary Termination. The Executive may terminate his employment with the Company at any time upon thirty (30) days’ prior written notice to the Company. In the event of such termination, the Company shall pay to the Executive the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Executive, as well as all unreimbursed business expenses incurred through the date of termination and any unpaid prior year incentive payment. Except as otherwise provided in this Agreement, rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs.

 

6.6 Termination by Executive for Good Reason. If at any time during the term of this Agreement there occurs:

 

 

(a)

a material diminution of the Executive’s responsibilities;

 

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(b)

any reduction in the sum of the Executive’s annual base salary and Target Incentive as of the first day of employment under this Agreement;

 

 

(c)

any relocation of the Executive’s principal site of employment to a location more than 50 miles from Princeton, New Jersey; or

 

 

(d)

any material breach of this Agreement on the part of the Company,

 

and in the case of any of clauses (a), (b), (c), or (d), the Company has failed to cure such occurrence within thirty (30) days of receipt of written notice from the Executive, then, at the option of the Executive, exercisable by the Executive within sixty (60) days after the occurrence of any of the foregoing events, the Executive may resign from employment with the Company by delivering a notice in writing (the “Notice of Termination”) to the Company. Upon termination in accordance with this Section 6.6, the Executive shall be entitled to the salary, bonus, severance pay and other benefit provisions of Section 6.4 in their entirety.

 

6.7 Directorships. Upon termination of employment the Executive will resign as of the date of termination from any and all directorships the Executive may hold in the Company and its subsidiaries and affiliates, unless otherwise requested by the Board.

 

6.8 Separation Agreement. Upon termination of employment and as a condition to the Executive’s entitlement to the payments and other benefits provided herein, the Executive and the Company will enter into an agreement including, among other things, an agreement of each of the parties to refrain making any disparaging or defamatory statements or comments to third parties regarding the other (including the Company’s officers, directors, employees, affiliates, agents or representatives), and a waiver and general release by the Executive of all claims related to the Executive’s employment and termination in form and substance satisfactory to the Company.

 

7. Confidential Information.

 

7.1 Nondisclosure. During the term of his employment and thereafter, other than in the ordinary course of performing his duties for the Company or with the Company’s written consent, the Executive will not disclose, use, disseminate, lecture upon or publish Confidential Information of which he becomes informed during his employment, whether or not developed by him, except when required to do so by a court of law, by any governmental agency having supervising authority over any business of the Company or by any administrative or legislative body with jurisdiction to order him to disclose such information.

 

7.2 Confidential Information Defined. “Confidential Information” means information disclosed to the Executive or known by him as a result of his employment by the Company, not generally known in the industry, about the Company’s services, products or customers, including, but not limited to, procedures and protocols, research,

 

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technology, operating models, finance, strategic planning, client retention, data processing, insurance plans, risk management, marketing, contracting and selling, and employees. Confidential Information includes information relating to his own compensation and benefits, however, he may disclose such information only to his family, attorneys, accountants, advisors, or government authorities.

 

8. Interference with the Company.

 

The Executive will not, (a) for a period of twenty-four (24) months after termination of his employment with the Company, directly or indirectly, (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, anywhere within the world, which manufactures and/or sells Laundry, Condoms, Depilatory, Pregnancy Testing, Sodium Bicarbonate, Oral Care or Deodorizing products, or any products or product lines acquired after the date of this Agreement, which compete with the products manufactured and/or sold by the Company or any subsidiary, affiliate or division thereof, (ii) solicit or entice or endeavor to solicit or entice away any of the clients or customers of the Company, either on his own account or for any other person, firm, corporation or organization, (iii) directly or indirectly solicit or entice or endeavor to solicit or entice away from the Company any director, officer, employee, agent or consultant of the Company, either on his own account or for any person, firm, corporation or other organization, whether or not the person solicited would commit any breach of such person’s contract of employment by reason of leaving the Company’s service, or (iv) employ any person who was a director, officer or employee of the Company, unless such person’s employment was terminated by the Company, or any person who is or may be likely to be in possession of any Confidential Information. Anything herein to the contrary notwithstanding, the Executive shall not be precluded from working for an enterprise that competes with the Company’s products on a de minimis basis (i.e. the other company’s revenues attributable to such competing products amount to less than 5% of such company’s total revenue, provided that Executive does not participate, directly or indirectly, in the business operations of any division or part of the company that manufactures and/or sells such competing product.

 

The requirements of subparagraph 8(a)(i) may be waived by the Company upon written request by the Executive and not unreasonably withheld by the Company.

 

The parties hereto agree that if, in any proceeding, the court or other authority shall refuse to enforce the covenants set forth in this Section 8 because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law.

 

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9. Injunctive Relief.

 

In the event that the Company seeks an injunction or similar equitable relief for the breach or threatened breach of the provisions of Section 7 or 8 of this Agreement, the Executive agrees that the Executive shall not use the availability of arbitration in Section 14 hereof as grounds for the dismissal of any such injunctive action.

 

10. Successors and Assigns, Indemnification.

 

10.1 Assignment by the Company. The Company shall require any successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Section, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law and this Agreement shall be binding upon, and inure to the benefit of, the Company, as so defined. The Company and the Executive agree that the Company may assign this Agreement without the express, written consent of the Executive.

 

10.2 Assignment by the Executive. The Executive may not assign this Agreement or any part thereof without the prior written consent of a majority of the Board; provided, however, that nothing herein shall preclude one or more beneficiaries of the Executive from receiving any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from receiving such amount or from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term “beneficiaries”, as used in this Agreement, shall mean a beneficiary or beneficiaries so designated to receive any such amount or, if no beneficiary has been so designated, the legal representative of the Executive (in the event of his incompetency) or the Executive’s estate.

 

10.3 Indemnification. The Company shall indemnify the Executive in accordance with its Certificate of Incorporation and/or its by-laws, as each may be amended from time to time. The Company agrees to continue and maintain a directors’ and officers’ liability insurance policy covering the Executive to the same extent the Company covers its other officers and directors.

 

11. Governing Law.

 

This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New Jersey applicable to contracts to be performed entirely within such state. In the event that a court of any jurisdiction shall hold any of the provisions of this Agreement to be wholly or partially unenforceable for any reason, such determination shall not bar or in any way affect the Company’s right to relief as provided for herein in the courts of any other jurisdiction.

 

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Such provisions, as they relate to each jurisdiction, are, for this purpose, severable into diverse and independent covenants. Service of process on the parties hereto at the addresses set forth herein shall be deemed adequate service of such process.

 

12. Entire Agreement.

 

This Agreement contains all the understandings and representations between the parties pertaining to the subject matter hereof and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them.

 

13. Amendment, Modification, Waiver.

 

No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by a duly authorized representative of the Company other than the Executive. Except as otherwise specifically provided in this Agreement, no waiver by either party of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either party in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

 

14. Arbitration.

 

The Company and the Executive will attempt amicably to resolve disagreements and disputes hereunder or in connection with the employment of the Executive by negotiation. If the matter is not amicably resolved through negotiation, within thirty (30) days after written notice from either party, any controversy, dispute or disagreement arising out of or relating to this Agreement, or the breach thereof, will be subject to exclusive, final and binding arbitration, which will be conducted in Princeton, New Jersey, in accordance with the National Rules for the Resolution of Employment Disputes, as amended, of the American Arbitration Association. Either party may bring a court action to compel arbitration under this Agreement or to enforce an arbitration award.

 

15. Notices.

 

Any notice to be given hereunder shall be in writing and delivered personally or sent by certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or at such other address as such party may subsequently designate by like notice:

 

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If to the Company:

 

Church & Dwight Co., Inc.

469 N. Harrison Street

Princeton, NJ 08540

Attention: General Counsel

 

If to the Executive:

 

James R. Craigie

c/o Church & Dwight Co, Inc.

469 N. Harrison Street

Princeton, NJ 08540

 

16. Severability.

 

Should any provision of this Agreement be held by a court or arbitration panel of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court or arbitration panel is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court or arbitration panel shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth herein.

 

17. Withholding.

 

Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his beneficiaries, including his estate, shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company, may, in its sole discretion, accept other provision for payment of taxes as permitted by law, provided it is satisfied in its sole discretion that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.

 

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18. Survivorship.

 

The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

 

 

 

CHURCH & DWIGHT CO., INC.

 

 

By:

 

 


 

 

 

 

 

 


 

 

 

James R. Craigie

 

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#Top of the Document

 

EX-10.(X) 5 dex10x.htm AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10(x)

AMENDED AND RESTATED CHANGE IN CONTROL

AND SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of March 12, 2010 (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and James R. Craigie (the “Executive”).

WHEREAS, the Company and the Executive are parties to a Change in Control and Severance Agreement dated as of March 31, 2006 (the “Existing Agreement”), which provides for certain benefits to the Executive upon the terms and conditions therein set forth;

WHEREAS, pursuant to Section 9.2 of the Existing Agreement, the Company may amend or modify the Existing Agreement by a written agreement that is executed by the Company and the Executive;

WHEREAS, the Company and the Executive desire to amend and restate the Existing Agreement in various aspects; and

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree that the Existing Agreement is amended and restated as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1. “Affiliate” shall mean, other than the Company, (i) any corporation in an unbroken chain of corporations beginning with the Company, which owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; (ii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (iii) any other entity, approved by the Board as an Affiliate, in which the Company or any of its Affiliates has a material equity interest.

1.2. “Annual Base Salary” shall mean the Executive’s rate of regular base annual compensation prior to any reduction under (i) a salary reduction agreement pursuant to Section 401(k) or Section 125 of the Code or (ii) any other plan or arrangement deferring any base salary, and shall not include (without limitation) cost of living allowances, fees, retainers, reimbursements, bonuses, incentive awards, prizes or similar payments.

1.3. “Board” shall mean the Board of Directors of the Company.

1.4. “Cause” shall mean Executive’s dishonesty, fraud, insubordination, willful misconduct or refusal to attempt to perform services (for any reason other than illness or incapacity), as determined by the Board in its sole discretion.


1.5. “Change in Control” shall be deemed to have occurred if:

1.5.1. any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company;

1.5.2. the stockholders of the Company shall consummate any merger or other business combination of the Company, sale of all or substantially all of the Company’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; or

1.5.3. within any twenty-four (24) month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board (or the board of directors of any successor to the Company); provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision.

1.6. “Code” shall mean Internal Revenue Code of 1986, as amended.

1.7. “Common Stock” shall mean the common stock of the Company, par value $1.00.

1.8. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.9. “Good Reason” shall mean and shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a material demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with his titles and positions; (iii) the Executive’s target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are materially decreased by the Company; (iv) the Company fails to obtain assumption of this Agreement by an acquiror; or (v) the Executive’s primary office location is moved to a location more than fifty (50) miles from its location as of the date hereof. In order for the Executive to terminate employment for Good Reason, the Executive must provide written notice to the Company (or any successor thereto) in accordance with Section 7.3 below. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

1.10. “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any Subsidiaries, (ii) a trustee or other

 

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fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of stock of the Company.

1.11. “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2. Severance Payments.

2.1. Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and if the Executive executes and does not revoke a general release, substantially in the form attached hereto as Exhibit A (the “Release”), in favor of the Company, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control.

2.1.1. A payment equal to three (3) times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six (6) months following the Executive’s CIC Termination.

2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the date which is six (6) months after the Executive’s CIC Termination.

2.1.3. Notwithstanding Section 2.1.1 above, the severance payment described in Section 2.1.1 shall be paid in a lump sum payment only if (i) the Change in Control constitutes a “change in control event” under Section 409A of the Code (a “409A Change in Control”) and (ii) the Executive’s CIC Termination occurs on or after the Change in Control occurs. If the Change in Control does not constitute a 409A Change in Control, or if the Executive’s CIC Termination occurs prior to the date of the Change in Control, then the severance payment described in Section 2.1.1 shall be paid in the manner described in Section 2.2.1, as if his termination were a Non-CIC Termination (but in the amount set forth in Section 2.1.1).

 

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2.2. Non-Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason at any time other than those prescribed in Section 2.1 (a “Non-CIC Termination”), and if the Executive executes and does not revoke the Release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.2 and in Section 2.3.

2.2.1. An amount equal to two (2) times the Executive’s Annual Base Salary. Fifty percent (50%) of this amount shall be paid on the date that is six (6) months following the Executive’s Non-CIC Termination, and the remaining fifty percent (50%) shall be paid in six (6) substantially equal monthly installments.

2.2.2. A lump sum payment equal to the bonus amount that would have been payable to the Executive for the year in which any such Non-CIC Termination occurs, based on actual performance, if he had remained employed through the end of the year, as determined under the terms of the Company’s management incentive plan, times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s Non-CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the later of (i) the regularly scheduled payment date for bonus payments under the Company’s management incentive plan for the year in which the Non-CIC Termination occurs (for the avoidance of doubt, such payment date shall be deemed to be January 31 of the year following the year of termination for purposes of Section 409A of the Code) or (ii) the date that is six (6) months following the Executive’s Non-CIC Termination.

2.3. Additional Severance. In addition to the payments provided for in Section 2.1 and 2.2, upon a CIC Termination or Non-CIC Termination, the following additional provisions shall apply:

2.3.1. Group Medical Coverage. Following the Executive’s CIC Termination or Non-CIC Termination, as applicable, the Executive may elect to continue, under the terms prevailing from time to time, group medical and dental coverage for himself and his covered dependents in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Executive elects such coverage, Executive’s share of any group medical and dental premiums for the thirty-six (36) month or twenty-four (24) month period, as applicable, after termination will be at the then-prevailing active employee rate, and the Company shall waive its right to collect the difference between the Executive’s COBRA premium and the then-prevailing active employee rate during such period. The Executive’s failure to pay his required share of the COBRA premium will result in loss of the coverage. The Executive agrees and understands that his rights under Code Section 4980B, which sets forth certain COBRA continuation coverage requirements, will run concurrently with the period of coverage under this Section 2.3.1. Following the thirty-six (36) month or twenty-four (24) month period of coverage, as applicable, under this Section 2.3.1, Executive may continue medical and dental coverage for any remaining COBRA period only by paying the full applicable COBRA premiums. Medical benefits otherwise receivable by the Executive pursuant to this Section 2.3.1 shall be reduced to the extent the Executive obtains comparable coverage under another employer’s plan during the thirty-six (36) month or twenty-four (24) month period, as applicable, following the Executive’s termination. The Executive agrees to immediately report such other coverages to the Company.

 

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2.3.2. Group Life Insurance Coverage. For a thirty-six (36) month period after the Executive’s CIC Termination or a twenty-four (24) month period after the Executive’s Non-CIC Termination, as applicable, the Company shall continue the Executive’s basic life insurance coverage. The Executive will be entitled to the life insurance conversion rights required by applicable law at the end of such period.

2.3.3. Outplacement. The Executive shall be entitled to the outplacement assistance set forth in the Company’s executive-level corporate outplacement program.

2.3.4. Vacation. The Executive will receive payment for any granted and unused vacation upon termination in accordance with the Company’s policy and applicable law.

2.3.5. Other Benefits. Any supplemental, spouse or child life insurance, accidental death and dismemberment and disability insurance will terminate on the Executive’s date of termination in accordance with the terms of the applicable welfare benefit plan. Qualified retirement plan and savings plan benefits will be subject to the terms of the applicable plan.

2.3.6. Equity Compensation; Nonqualified Deferred Compensation. All awards of equity compensation and any non-qualified deferred compensation earned by the Executive shall be subject to the provisions of the applicable equity compensation plan, equity award agreement and/or the applicable non-qualified deferred compensation plan.

3. Excise Tax.

3.1. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, distribution or benefit provided (including, without limitation, the acceleration of any payment, distribution or benefit and the acceleration of vesting of any equity-based or other compensation) to the Executive or for his benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be subject, in whole or in part, to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amounts payable to the Executive under this Agreement shall be reduced (by the minimum possible amount) until no amount payable to the Executive is subject to the Excise Tax; provided, however, that no such reduction shall be made if the net after-tax benefit (after taking into account federal, state, local or other income, employment, self-employment and excise taxes) to which the Executive would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account federal, state, local or other income, employment, self-employment and excise taxes) to the Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions, it is determined that payments have been reduced by more than the minimum amount required under this Section 3, then an additional payment shall be made to the Executive in an amount equal to the excess reduction within sixty (60) days of the date on which the amount of the excess reduction is determined, but not later than December 31 of the year in which the excess reduction is determined.

3.2. All determinations required to be made under this Section 3, including whether a payment would result in an Excise Tax, shall be made by a nationally recognized accounting

 

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firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive as requested by the Company or the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company. Except as set forth in the last sentence of Section 3.1 hereof, all determinations made by the Accounting Firm under this Section 3 shall be final and binding upon the Company and the Executive.

4. Section 409A.

4.1. This Agreement is intended to comply with the requirements of Section 409A of the Code and shall in all respects be administered and interpreted in accordance with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything in the Agreement to the contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by Section 409A of the Code or an applicable exception. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.

4.2. Notwithstanding the foregoing, if required by Section 409A of the Code, if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the postponed amounts will be paid six (6) months following the effective date of termination from employment. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

4.3. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

 

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5. Restrictive Covenants.

5.1. Non-Competition. During the Executive’s employment and if the Executive’s employment with the Company terminates, for a period of three (3) years following a CIC Termination and for a period of two (2) years following a Voluntary Termination (as defined below), the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any other capacity, if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to the Executive’s knowledge are planned for sale or distribution by the Company or its Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or where the Executive would perform substantially similar employment functions to those performed at the Company, and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than two (2%) percent of the stock of any publicly-traded corporation shall not be a violation of this Section 5.1. As used herein, “Competing Entity” means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes products that are competitive with any products developed, manufactured, sold and/or distributed by the Company and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the Company’s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that the agreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth in this Section 5.1 shall survive the termination of this Agreement.

5.2. Non-Solicitation. If the Executive’s employment with the Company terminates due to a CIC Termination, a Non-CIC Termination, or a Voluntary Termination, for a period of three (3) years following a CIC Termination and two (2) years following a Non-CIC Termination or a Voluntary Termination, the Executive shall not (except on the Company’s behalf), directly or indirectly, on his own behalf or on behalf of any other person, firm, partnership, corporation or other entity, (A) solicit or service the business of any of the Company’s clients, any of the Company’s former clients which were clients within twelve (12) months prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company at the time of the termination of his employment or (B) attempt to cause or induce any employee of the Company to leave the Company.

5.3. Non-Disparagement. The Executive agrees to refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Company or any of its officers, directors, employees, agents, representatives, affiliates, products or services.

 

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5.4. Company Property; Confidentiality. Upon the Executive’s termination of employment for any reason, the Executive shall return to the Company all documents, manuals, computers, computer programs, diskettes, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof, relating in any way to the Company’s business and prepared by the Executive or obtained by the Executive from the Company, its Affiliates, customers or its suppliers during the course of the Executive’s employment with the Company. The Executive agrees to comply with the Company’s confidentiality and non-disclosure policies and agreements with the Company.

5.5. Acknowledgements. The Executive acknowledges and agrees that the restrictions set forth in this Section 5: (a) are critical and necessary to protect the Company’s legitimate business interests (including, without limitation, the protection of its confidential or proprietary information, its good will, and its relationship with its customers, clients, employees, and consultants); (b) are reasonably drawn to this end with respect to duration, scope and otherwise; (c) are not unduly burdensome or injurious to the public interest; and (d) are supported by adequate consideration.

5.6. Injunctive Relief. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 5.1, 5.2, 5.3 or 5.4. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such Sections, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that the Executive shall not, in any equity proceeding relating to the enforcement of the terms of such Sections, raise the defense that the Company has an adequate remedy at law. The Executive acknowledges and agrees that the restricted periods set forth above in Sections 5.1 and 5.2 shall be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

5.7. Special Severability. The terms and provisions of this Section 5 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on the Executive’s future employment imposed by this Section 5 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 5 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

6. Entire Agreement; Complete Obligation. Except as otherwise specified in the last sentence of this Section 5, this Agreement contains the entire understanding of the parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Following an Executive’s CIC

 

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Termination or Non-CIC Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit plan. With respect to a CIC Termination, Non-CIC Termination or Voluntary Termination (but only with respect to Article 4 in the case of a Voluntary Termination), this Agreement supersedes and replaces only the corresponding severance, non-competition and/or termination provisions contained in any employment contract or other agreement that the Executive has entered into with the Company prior to the date hereof, and all remaining provisions of any such agreement shall remain in full force and effect.

7. Notice of Termination.

7.1. Any purported CIC Termination or Non-CIC Termination shall be communicated by written “Notice of Termination” from one party hereto to the other party hereto in accordance with Section 9.4 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment with the Company under the provision so indicated. For purposes of this Agreement, any purported termination not effected in accordance with this Section 7 shall not be considered effective.

7.2. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in detail.

7.3. A Notice of Termination by the Executive for “Good Reason” is required to set forth the provision of this Agreement that the Executive believes constitutes “Good Reason” and specify the particulars thereof in detail within ninety (90) days of the initial occurrence of such event. The Company (or any successor thereto) shall have thirty (30) days after the receipt of a Notice of Termination to remedy the circumstances that allegedly give rise to “Good Reason.” If the Company (or any successor thereto) remedies the circumstances that have given rise to “Good Reason,” within the thirty (30) day cure period, the Executive’s Notice of Termination shall not be effective and shall be null and void from its inception. However, if the Company (or any successor thereto) does not remedy such event within such thirty (30) day cure period, the Executive’s employment must terminate within sixty (60) days after the end of the thirty (30) day cure period in order for the termination to be on account of Good Reason.

8. Successors; Binding Agreement.

8.1. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance

 

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satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

8.2. Binding Agreement. This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the beneficiary (or beneficiaries) designated by the Executive from time to time in accordance with the procedures for notice set out in Section 9.4; provided, however, that if there shall be no effective designation of beneficiary by the Executive, such amounts shall be paid to the executors, personal representatives or administrators of the Executive’s estate. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9. Miscellaneous.

9.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the state and federal courts located nearest to Princeton, New Jersey with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive agrees to be served by the Company with judicial process via registered or certified mail.

9.2. Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

9.3. Mutual Intent. Both parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

 

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9.4. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

 

To the Executive:

  

James R. Craigie

  

469 North Harrison Street

  

Princeton, NJ 08543

To the Company:

  

Jacquelin J. Brova

  

Executive Vice President, Human Resources

  

Church & Dwight Co., Inc.

  

469 North Harrison Street

  

Princeton, NJ 08543

or to such other address as any party shall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

9.5. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes to the extent the same required to be withheld pursuant to any applicable law or regulation.

9.6. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

9.7. Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

9.8. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement.

9.9. Beneficiaries/References. The beneficiary or beneficiaries designated by the Executive to receive any compensation or benefit payable hereunder following the Executive’s death shall be those set forth from time to time by the Executive on the beneficiary designation form for the Company’s Deferred Compensation Plan. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s).

9.10. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s termination of employment for any reason to the extent necessary to the intended provision of such rights and the intended performance of such obligations.

 

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Amended and Restated Agreement to be executed in its name on its behalf, all as of the day and year first above written.

 

CHURCH & DWIGHT CO., INC.

By:

 

 

Name:

 

 

Title:

 

 

James R. Craigie

 

 

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EXHIBIT A

RELEASE AND WAIVER

In consideration of the payments and benefits provided for under the Amended and Restated Change in Control and Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby agrees as follows:

1. Executive hereby agrees on behalf of himself, Executive’s agents, assignees, attorneys, spouse, successors, assigns, heirs and executors, to fully and completely forever release the Company, its Board of Directors, all the Company benefit plans, all the Company benefit committees, and all of its and their respective predecessors and successors, past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers, and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or Executive’s heirs, executors, administrators, successors and/or assigns ever had, now have or may claim to have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever, whenever arising from the beginning of time up until the date of Executive’s signature on this Release (such released claims are collectively referred to herein as the “Released Claims”).

2. Notwithstanding the generality of Section 1 above, the Released Claims include, without limitation, and only by way of example: (i) any and all claims arising from or relating to Executive’s employment with any of the Company Releasees, or the termination thereof; (ii) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the New Jersey Law Against Discrimination, N.J. Stat. § 10:5-1 et seq. (“NJLAD”), the Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq. (“CEPA”), and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise; (iii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, and (iv) any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

3. Executive agrees that he will not institute (either individually, with others, or as part of a class), join, or otherwise accept any relief in connection with any lawsuit, in any forum,

 

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pleading, raising or asserting any Released Claims against any of the Company Releasees. If Executive breaches this promise, then Executive will reimburse each of the Company Releasees that Executive sues for its reasonable attorneys’ fees and costs incurred in defending against such Released Claims. The reimbursement provision governing attorneys’ fees and costs set forth in the immediately preceding sentence shall not apply to any claims brought under the ADEA challenging the validity of the above Release. Executive acknowledges, however, that the above Release applies to all claims he may have under the ADEA, and that, unless the Release is held to be invalid, all of his claims under the ADEA shall be extinguished.

4. Executive is hereby advised to consult with an attorney before executing this Release. Executive represents that he has read carefully and fully understands the terms of this Release. Executive acknowledges that Executive is signing this Release voluntarily and knowingly and that Executive has not relied on any representations, promises or agreements of any kind made to Executive in connection with Executive’s decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that Executive has been given at least twenty-one (21) days to consider whether Executive wants to sign this Release.

5. Executive acknowledges that the Age Discrimination in Employment Act gives Executive the right to revoke this Release within seven (7) days after it is signed by Executive. Executive further acknowledges and understands that Executive will not receive any payments or benefits due Executive under the Amended and Restated Change in Control and Severance Agreement before the seven (7) day revocation period under the Age Discrimination in Employment Act (the “Revocation Period”) has passed and then, only if Executive has not revoked this Release. To the extent Executive has executed this Release within less than twenty-one (21) days after its delivery to Executive, Executive hereby acknowledges that Executive’s decision to execute this Release prior to the expiration of such twenty-one (21) day period was entirely voluntary.

IN WITNESS WHEREOF, Executive has hereunto set his hand as of the day and year set forth below.

 

James R. Craigie

 

Date:

 

 

 

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