0001047469-04-029180 Sample Contracts

SECOND AMENDED AND RESTATED SUPPLY AGREEMENT
Supply Agreement • September 21st, 2004 • Merisant Us Inc • Industrial organic chemicals • Illinois

THIS SECOND AMENDED AND RESTATED SUPPLY AGREEMENT (this "Agreement") is made as of this 31st day of December, 2003, by and between Merisant Company, a Delaware corporation, having its principal place of business at 10 S. Riverside Plaza, Chicago, IL 60606 ("Merisant"), Merisant Company 1 Sarl, a company organized under the laws of Switzerland, having its principal place of business at Avenue J. J. Rousseau 7, 2000 Nechatel, Switzerland ("Swissco" and, together with Merisant, "Buyer"), and The NutraSweet Company, a Delaware corporation, having its principal place of business at 200 World Trade Center, The Merchandise Mart, Suite 936, Chicago, IL 60654 ("NSC").

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FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • September 21st, 2004 • Merisant Us Inc • Industrial organic chemicals • Delaware

THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of , 2004, is by and among Merisant Worldwide, Inc., a Delaware corporation formerly known as Tabletop Holdings, Inc. (together with any corporate successor thereto, whether by merger, consolidation, or otherwise, the "Company"), Tabletop Holdings, LLC, a Delaware limited liability company (the "LLC"), the persons named in Exhibit A as Initial Investors (the "Initial Investors") and the persons named in Exhibit A as Additional Investors (the "Additional Investors," and, together with the Initial Investors, the "Investors"). The Investors, together with the Company and the LLC, are hereinafter referred to as the "Parties." In this Agreement, "Shareholders" shall refer to the LLC and the Investors.

SUPPLEMENT No. 1 TO AGREEMENT
Supplement to Agreement • September 21st, 2004 • Merisant Us Inc • Industrial organic chemicals

This Supplement No. 1 (the "Supplement") to the Agreement dated as of June 1, 2003 (the "Agreement") by and between Merisant Company, a Delaware corporation (the "Company"), and Arnold W. Donald ("Donald") is made as of Sept. 17, 2004.

EMPLOYMENT AGREEMENT
Employment Agreement • September 21st, 2004 • Merisant Us Inc • Industrial organic chemicals • Illinois

AGREEMENT, effective as of August 26, 2004 by and between Merisant Company, a Delaware corporation (the "Company") and Etienne J. Veber (the "Employee").

Separation of employment and release agreement Dear John:
Separation Agreement • September 21st, 2004 • Merisant Us Inc • Industrial organic chemicals • Illinois

This letter is to set forth the agreement between Merisant US, Inc. (the "Company") and you with respect to your separation of employment from the Company. As of December 31, 2004 your job responsibilities as Executive Vice President, Global Operations will cease. Upon execution of this Agreement and subject to your compliance with the terms and conditions set forth herein, you will be entitled to the payments and benefits set forth below:

EMPLOYMENT AGREEMENT
Employment Agreement • September 21st, 2004 • Merisant Us Inc • Industrial organic chemicals • Illinois

AGREEMENT, made this 26th day of August, 2004 by and between Merisant Company, a Delaware corporation (the "Company"), and Paul R. Block (the "Executive").

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