CHURCH & XXXXXX CO., INC.
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EMPLOYMENT TERMS FOR XXXX XXXXXXXXX
AGREEMENT
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POSITION - Vice President, Corporate Secretary and General Counsel
SALARY - At commencement of employment, base salary of $260,000 per annum
- Sign-on bonus of $15,000 to be paid within the first 30 days of employment
ANNUAL INCENTIVE - Minimum: 0% of salary
- Target: 45% of salary
- Maximum: 90% of salary
- For 2002, the annual incentive payable to Executive will be no less than
45% of base salary earned in 2002.
LONG-TERM INCENTIVES - An initial grant of 15,000 Church & Xxxxxx Co., Inc. ("C&D") stock options
at fair market value on the grant date, vesting in their entirety upon
conclusion of three years, and exercisable over a ten-year term
- Ongoing option grant amounts will be determined based on CHD's existing
Long-term Incentive Plan. Eligible to participate in CHD option grant. It
is estimated that you will receive approximately 11,000 options at the
then fair market value on the grant date (e.g.$260,000*1.4/$33 = 11,030).
BENEFITS, ETC. - Participation in all Company plans and programs (see plan
documents-attached) on similar terms and conditions as the Company's o
senior executives
TERMINATION - Employment is at will
WITHOUT "CAUSE" - Base salary to date of termination
BY C&D, OR FOR - 1.0x Base salary and annual incentive (at target), payable in 12 equal
"GOOD REASON" monthly installments
BY EXECUTIVE - Payment of deferred compensation
- Continued health and life insurance for 12 months (or the Company will, at
its option, pay the after-tax cost of securing similar benefits), subject
to full offset upon Executive receiving benefits coverage from subsequent
employer
- Immediate vesting of benefits (including Company contributions) in Profit
Sharing and Saving Plans
- In case of termination within one year of a Change in Control, or
termination within one year of the appointment by CHD of a Chief Executive
Officer to replace Xxx Xxxxxx, which person is not an Executive Officer of
CHD as of December 31, 2002, all unvested - immediately vest and become
exercisable. These vested options will be exercisable for 30 days after
the date of termination.
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CHURCH & XXXXXX CO., INC.
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EMPLOYMENT TERMS FOR XXXX XXXXXXXXX
TERMINATION DUE - Base salary to date of death
TO DEATH - Pro rata annual incentive for year of termination at target
- Settlement of deferred compensation arrangements
- Immediate vesting of benefits (including Company contributions) in Profit
Sharing and Savings Plans
- Options vest and may be exercised pursuant to terms of the grant agreement
and applicable plan
TERMINATION DUE - Base salary through date of Disability
TO DISABILITY - Pro rata annual incentive for year of termination at target
- Retains employee status regarding benefits and deferral until earlier of
age 65 or receipt of Deferred Compensation or Profit Sharing (see plan documents)
- If recovers from Disability and not offered previous positions, treated as
termination without "Cause"
- If offered previous position and refuses without Good Reason, treated as
"Quit"
- Options vest and may be exercised pursuant to the terms of the grant
agreement and applicable plan
TERMINATION FOR - Base salary through date of termination
CAUSE - Settlement of deferred compensation arrangements
- Vested options exercisable for 30 days
- Forfeiture of unexercised options and other outstanding awards
QUIT WITHOUT GOOD - Treated the same as a termination for "Cause"
REASON
EXECUTIVE'S - Unlimited non-disclosure of "confidential information", employment terms
OBLIGATIONS and employee information
- Non-compete as specified for 24 months if terminated without "Cause", may
be waived by Company upon written request by Executive unreasonably
withheld by Company
- Non-compete as specified for 24 months if terminated for "Cause"
- Non-solicitation of CHD employees for 24 months
- Non-disparagement (mutual)
- All company materials must be returned prior to final day of employment
- Injunctive relief in addition to other available remedies at law
DISPUTE - Mandatory arbitration
RESOLUTION - New Jersey courts/laws
- Executive's legal costs reimbursed unless action determined to be in bad
faith or frivolous
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CHURCH & XXXXXX CO., INC.
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EMPLOYMENT TERMS FOR XXXX XXXXXXXXX
AGREEMENT
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INDEMNIFICATION - As provided in the Company's by-laws
- D&O coverage and total indemnification provided in by-laws for Officers
and Directors
OTHER - Executive to execute written release in form and substance satisfactory to
the Company in exchange for all severance payments
DEFINITIONS
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GOOD REASON - Decrease in base salary or target annual incentive below 45%
- Any required relocation more than 35 miles from CHD headquarters (or then
current work location)
- After a Change in Control has occurred, any demotion in your title or
significant adverse change in duties, authorities, response or reporting
relationships
- Material breach of this agreement by Company after receipt of written
notice from Executive and which remains uncured for 30-day
- Executive must act within 60 days of event giving rise to Good Reason
CHANGE IN CONTROL - Any person, group or entity acquires 50% or more of CHD's issued and
outstanding voting equity
- Director composition change of 50% or more over any 24-month period
(unapproved by 2/3's of "Incumbent Directors")
- Merger, consolidation, sale of all or substantially all assets or other
transaction approved by shareholders unless 50% or more ownership
- The terms of employment specified herein shall survive a Change in Control
CAUSE - Termination due to Executive's dishonesty, fraud, willful misconduct, or
failure to substantially perform services (for any reason other than illness
or incapacity) or breach of Executive's fiduciary responsibilities to the
Company
COMPETITION - Executive prohibited from employment with any business within a company or
corporation which sells any products (i) that represent(in the aggregate) 20%
or more of such business' revenues and (ii) that compete with any products
sold by the Company or any subsidiary thereof for which Executive was
directly employed, and for which Executive would perform substantially
similar employment function performed at CHD.
CONFIDENTIAL - All information concerning the business of CHD or any subsidiary or
INFORMATION division thereof relating to any of their products, product development,
trade secrets, customers, suppliers, finances, and business plans and
strategies other than information which properly of the public domain
DISABILITY - Executive qualifies as disabled under the C&D Long Term Disability or
other applicable plan, program or policy
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