Exhibit 10.1
WAIVER AGREEMENT
This Waiver Agreement (this “Agreement”), made May 23, 2023 (the “Effective Date”), is entered into by and between Barry Bruno (the “Employee”), and Church & Dwight Co., Inc., a Delaware corporation (the “Company”, and together with the Employee, the “Parties”).
The Parties hereto hereby acknowledge and agree as follows:
1. Waiver of Vested Non-Qualified Stock Options: As of the Effective Date, the Employee hereby waives and relinquishes the Employee’s rights, without consideration, to a specified number of vested non-qualified stock options granted to the Employee (each an “Award”) pursuant to the Company’s 2022 Omnibus Equity Compensation Plan (formerly known as the Amended and Restated Omnibus Equity Compensation Plan) on a pro rata basis in the aggregate amount of $200,000, calculated, with respect to each Award, by multiplying $200,000 by a fraction, the numerator of which is (i) the Spread Value (as defined herein) of such Award, and the denominator of which is (ii) the Spread Value of all vested Awards, as set forth on Exhibit A attached hereto, rounding up to the nearest whole number. For purposes of this Agreement, the “Spread Value” means the number of shares of common stock of the Company (“Common Stock”) subject to any such Award multiplied by the difference between the closing price of a share of Common Stock, as of the Effective Date, and the exercise price of such Award.
2. Conflicts. To the extent that a conflict exists between the terms of this Agreement, the terms of the Awards, the terms of this Agreement shall control in all respects unless specifically identified herein.
3. Successors and Assigns. This Agreement and all of the agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the Parties hereto shall be binding upon, inure to the benefit of, and be enforceable by and against the executors, administrators, heirs, legal and personal representatives, successors and assigns of the Parties hereto, including, without limitation, any business entity that succeeds to the business of the Company, provided that the Employee may only assign this Agreement and the Employee’s rights, interests and obligations hereunder as permitted by the Omnibus Plan and the Awards.
4. Miscellaneous.
a. This Agreement shall be deemed to be an amendment to each of the Awards, and all of the terms and conditions of the Awards shall be deemed to be modified accordingly.
b. Any notice or communication to the Company concerning this Agreement or the Awards must be in writing and delivered in person, or by U.S. mail, to the following address (or another address specified by the Company): Church & Dwight Co., Inc., General Counsel, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628.
