Equity Appreciation Plan (37K)
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EQUITY APPRECIATION PLAN
ARTICLE I
PURPOSE
The purpose of the Armkel, LLC Equity Appreciation Plan (the "Plan") is to
enhance the profitability and value of the Company for the benefit of its
members by enabling the Company to offer Equity Appreciation Awards to members
of its senior management in order to attract, retain and reward such individuals
and to strengthen the mutuality of interests between such individuals and the
Company's members.
ARTICLE II
DEFINITIONS
For purposes of this Plan, the following terms shall have the following
meanings:
2.1 "Appreciation" shall have the meaning given to such term in Section
6.1(a) hereof.
2.2 "Affiliate" means each of the following: (i) any corporation, or any
trade or business (including, without limitation, a partnership or limited
liability company) which is directly or indirectly controlled 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; and (ii) any other
entity in which the Company or any of its Affiliates has a material equity
interest and which is designated as an "Affiliate" by the Committee.
2.3 "Armkel, LLC Agreement" means the Amended and Restated Limited
Liability Agreement of Armkel, LLC dated as of August 27, 2001.
2.4 "Award" or "Equity Appreciation Award" shall mean an award under
this Plan of an Equity Appreciation Right. All Awards shall be confirmed by, and
subject to the terms of, a written agreement executed by the Company and the
Participant.
2.5 "Board" shall mean the Board of Directors of Armkel, LLC.
2.6 "Cause" shall mean with respect to a Participant's termination of
Continuing Service, unless otherwise determined by the Committee at the time of
grant of an Award, or, if no rights of the Participant are reduced, as
determined at anytime thereafter: (i) in the case of where there is no
employment agreement or similar agreement (other than a change in control
agreement) in effect between the Company and the Participant at the time of the
grant of the Award (or where there is such an agreement but it does not define
"cause" (or words of similar import)), termination due to a Participant's
dishonesty, fraud, insubordination, willful misconduct, refusal to perform
services (for any reason other than illness or incapacity) or materially
unsatisfactory
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performance of his or her duties for the Employer as determined by the Committee
in its sole discretion; or (ii) in the case where there is an employment
agreement or similar agreement (other than a change in control agreement) in
effect between the Company and the Participant at the time of the grant of the
Award that defines "cause" (or words of like import), "cause" as defined under
such agreement.
2.7 "Church & Dwight" shall mean Church & Dwight Co., Inc.
2.8 "Committee" shall mean the Committee appointed by the Board to
administer the Plan.
2.9 "Company" shall mean Armkel, LLC, a Delaware corporation.
2.10 "Continuing Service" shall mean continuous employment with the
Company or Church & Dwight, any of their respective Affiliates, or a
successor-in-interest to any of them from the Date of Grant of the applicable
Award.
2.11 "Date of Grant" means the effective date of the grant of an Equity
Appreciation Award by the Committee under this Plan.
2.12 "Disability" shall mean (i) in the case of where there is no
employment agreement or similar agreement (other than a change in control
agreement) in effect between the Company and the Participant at the time of the
grant of the Award (or where there is such an agreement but it does not define
"disability" (or words of like import) a physical or mental incapacity that
prevents a Participant from performing the individual's responsibilities and
duties with the Employer for 180 aggregate days (including weekends and
holidays) during any consecutive 12-month period; or (ii) in the case where
there is an employment agreement or similar agreement (other than a change in
control agreement) in effect between the Company and the Participant at the time
of the grant of the Award that defines "disability" (or words of like import),
"disability" as defined under such agreement.
2.13 "Effective Date" shall mean September 29, 2001.
2.14 "Eligible Employee" shall mean a senior management executive of the
Company who is eligible pursuant to Article V to be granted an Award under this
Plan. The names of the Eligible Employees who have been selected for
participation in the Plan are listed on Schedule I, attached hereto.
2.15 "Employer" shall mean the Company, Church & Dwight, any of their
respective Affiliates or a successor-in-interest to any of them which then
employs the Participant.
2.16 "Equity Appreciation Right" shall mean the right pursuant to an
Award granted under Article VI.
2.17 "Initial Settlement Date" shall have the meaning given to such term
in Section 8.2(b)(i) hereof.
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