EXHIBIT 10.13
A R M K E L
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September 26, 2001
Xx. Xxxxxx Xxxx
Two Research Way
Princeton, NJ 08543
Re: Employment with Armkel, LLC
Dear Xxxxxx:
As you know, Armkel, LLC, a joint venture formed by Church & Xxxxxx Co.,
Inc. and Xxxxx Co., Inc., has entered into an agreement to purchase various
assets from Xxxxxx-Xxxxxxx. The acquisition is expected to occur on September
28, 2001. As you also know, we are currently negotiating and hopefully
finalizing a new employment agreement with you. However, in case the new
agreement cannot be executed prior to the Effective Time of the acquisition, we
wanted to assure you that the terms and conditions of your current
employment/change in control agreement would remain in force, and that, upon the
closing of the acquisition, we will assume all obligations thereunder from
Xxxxxx-Xxxxxxx and perform those obligations in the same manner and to the same
extent as Xxxxxx-Xxxxxxx would have been required to perform.
In particular, contingent upon the acquisition, we would like to offer you
the position of President, International Consumer Affairs Products Division with
Armkel, reporting to the Chief Executive Officer of Armkel, at your current
salary and with benefits substantially the same in the aggregate as under your
current Xxxxxx-Xxxxxxx plans. In addition, your split-dollar life insurance
arrangement and any cash build-up thereunder would be transferred from
Xxxxxx-Xxxxxxx to Armkel. We have included a brief benefits summary sheet with
this package, and a complete benefits orientation will take place shortly after
the acquisition. Of course, the terms of this offer may be superseded by any
subsequent employment agreement we enter into.
As you know, Church & Xxxxxx has been one of the fastest growing consumer
products companies in the United States. We look forward to you joining our team
and believe you will have a successful, rewarding career with Armkel. If you
have any additional questions, please do not hesitate to contact me at (609)
000-0000.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President, Human Resources
________________________________________________________________________________
000 Xxxxx Xxxxxxxx Xxxxxx . Princeton, New Jersey 08543-5297
Phone: (000) 000-0000
Xx. Xxxxxx Xxxx
Page 2
Acceptance of this employment offer is indicated by signing below. Please return
this signed document along with your signed Confidential Information and
Inventions Agreement, Policy Regarding Harassment and Discrimination, and
Personal Business Conduct receipt and acknowledgement forms to me as soon as
possible.
Acceptance:
/s/ Xxxxxx Xxxx 9/26/01
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Xxxxxx Xxxx Date
RECEIPT
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By my signature below, I acknowledge that I have received a copy of Church
& Xxxxxx's "Policy Regarding Harassment and Discrimination". I agree to read it
thoroughly, including the "Complaint Procedure." I also agree that if there is
any provision in the policy that I do not understand, I will seek clarification
from the Human Resources Department or the Law Department.
/s/ XXXXXX X. X. XXXX
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Signature
XXXXXX X. X. XXXX
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Print Name
9/26/01
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Date
INTERNATIONAL
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Department
RECEIPT
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By my signature below, I acknowledge that I have received a copy of Church
& Dwight's "Guidelines for Personal Business Conduct of Church & Xxxxxx
Employees". I agree to read it thoroughly. I also agree that if there is any
provision in the policy that I do not understand, I will seek clarification from
the Human Resources Department or the Law Department.
/s/ XXXXXX X. X. XXXX
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Signature
XXXXXX X. X. XXXX
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Print Name
9/26/01
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Date
INTERNATIONAL
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Department
[LETTERHEAD OF CHURCH & XXXXXX CO., INC.] [LOGO OF ARM & HAMMER/R/]
CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT
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Agreement made as of the date set forth below between Church & Xxxxxx Co., Inc.,
herein called the "Company", and the employee named below, herein called the
"Employee".
In consideration of the Employee's employment or continued employment it is
agreed as follows:
1. The Employee shall keep secret and confidential and shall not disclose or
use, except in connection with his employment by the Company, any
information acquired during the course of employment affecting or relating
to the business of the Company, including without limitation, data related
to marketing, sales, distribution, production, finance, research and
development, customers, employees, suppliers, plans, processes, formulae
and equipment, all of which is deemed to be confidential information. All
notes, records, sketches or other documents made or compiled during the
course of employment are the exclusive property of the Company and shall be
surrendered to the Company upon termination of employment or on demand at
any time by the Company.
2. Any and all ideas, inventions, trademarks, discoveries and improvements
made or conceived by the Employee, whether solely or jointly, during the
employee's employment whether or not during working hours, that are within
the scope of the Company's business operations or that relate to the
business or activities of the Company shall be the exclusive property of
the Company and shall be promptly disclosed to the Company. The Employee
assigns and agrees to assign to the Company his entire right, title and
interest in and to any such ideas, inventions, trademarks, discoveries and
improvements, and, whenever requested to do so by the Company, at the
Company's expense, to execute any and all applications, assignments or
other instruments which the Company deems desirable to apply for and obtain
United States or foreign patents or to otherwise protect the Company's
interests.
3. The Employee represents and covenants that the Employee has not and will
not disclose to the Company any information which the Employee is not
legally free to disclose.
4. The obligations contained in this agreement shall survive termination of
employment and shall be binding on the Employee's successors,
representatives and assigns. Employee agrees to disclose the existence of
this agreement to all future employers, if that employer's business is in
any way related to or in competition with the business of the Company.
AGREED AND ACCEPTED: CHURCH & XXXXXX CO., INC.
/s/ XXXXXX X. X. XXXX By: /s/ XXXXX X. XXXXXX
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Employee Signature
XXXXXX X. X. XXXX Title: V.P. Human Resources
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(Please Print Name)
9/26/01 Date: 9/26/01
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Date
