Exhibit 10(k)
February 26, 2002
Mr. Bradley Casper
8265 Hopewell Rd.
Cincinnati, Ohio 45242
Dear Brad:
The executive management team is excited about the prospect of you joining the
company. We are just as excited about your long-term future with ARMKEL, LLC.,
and Church & Dwight, Co., Inc. This letter will confirm our offer for the
position of President, Personal Products Division, reporting directly to Robert
Davies, Chief Executive Officer.
As discussed, we are offering an attractive package of both direct and indirect
benefits. While more specific information can be found in the attached
Employment Agreement, below you will find some of the major highlights of our
employment offer:
o Your starting base salary will be $13,333.33 semi-monthly ($320,000
annually).
o Vacation Entitlement - You will receive eighteen days vacation and two
personal days in 2002. For 2003 you will receive four weeks vacation and
two personal days.
o As a President, you will participate in the Church & Dwight Incentive
Compensation Program with a target bonus of 55% (range of 0 - 110%) of
base salary earned during the year. Your first award will be due in
February 2003, and will be pro-rated based on time worked during 2002.
o You will participate in the Company's Stock Option plan. Details of your
participation are included on the attached Employment Agreement.
o You will be eligible to receive relocation assistance to cover the costs
of your move to this area. More details are available in the attached
relocation policy. Please call me if you have further questions.
o You will participate in our comprehensive health, welfare and retirement
programs. Kathy McAleer of the HR Department will be contacting you to
schedule a full benefits orientation shortly after your start date. In the
interim, the attached "Summary of Benefits" should
Mr. Bradley Casper
February 26, 2002
Page 2
provide a helpful outline of our benefits programs.
This offer is contingent upon the satisfactory completion of reference checking
and drug screening, as well as verification of your eligibility to work in the
United States (I-9). Please sign one copy of this letter, complete the enclosed
documents and return them to the Human Resources Department as soon as possible.
The Human Resources Department will arrange for a drug-screening test at a
facility located in your area. Please contact Martin Hayes in the Human
Resources Department at 609-279-7313 to schedule a pre-employment drug
screening. Martin will need your date of birth as well as social security number
in order to arrange for this screening.
Brad, I look forward to your joining Church & Dwight Co., Inc. and ARMKEL, LLC
and believe you will have a successful, rewarding career with us. I am
particularly enthusiastic about you and the powerful things that we will be able
to accomplish together.
Please do not hesitate to contact me at 609-683-7414 with regard to the
specifics of this offer and/or related benefit programs.
Sincerely,
/s/ Steven P. Cugine
____________________
Steven P. Cugine
Vice President, Human Resources
Accepted By: /s/ Bradley A. Casper 3/11/02
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Bradley Casper Date
Enclosures
Agreement
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Position o President, Personal Products Division
o President, ARMKEL Domestic
Salary o At commencement of employment, base salary of $320,000 per annum
o Sign-on bonus of $40,000 to be paid within the first 30 days of employment
Annual Incentive o Minimum: 0% of salary
o Target: 55% of salary
o Maximum: 110% of salary
o For 2002, the annual incentive payable to Executive will be no less than
$176,000
Long-term Incentives o An initial grant of 20,000 Church & Dwight 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
o Ongoing option grant amount will be determined based on CHD's existing
Long-Term Incentive Plan; eligible to participate in CHD's May 2002 option
grant and receive no less than 9,500 options at then fair market value on the
grant date
o Immediate participation in the ARMKEL Long-Term Incentive program (see
attachment for details)
Benefits, etc. o Participation in all Company plans and programs (see plan documents-attached)
on similar terms and conditions as the Company's other senior executives
Termination without o Employment is at will
"Cause" by C&D, or for o Base salary to date of termination
"Good Reason" by o 1.5x Base salary and annual incentive (at target), payable in 18 equal monthly
Executive installments
o Settlement of deferred compensation arrangements
o 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
o Immediate vesting of benefits (including Company contributions) in Profit
Sharing and Saving Plans
o If termination occurs within the first three years of Executive's employment
then all unvested options will immediately vest and become exercisable. These
vested options will be exercisable for 30 days after the date of termination
o If termination of Executive's employment occurs prior to the sale of Kelso and
Co.'s interest in ARMKEL ("Kelso Interest"), then Executive will retain a
vested prorated portion of the ARMKEL Long Term Incentive benefit, if any. The
calculation for determining the prorated benefit is the number of full months
Executive is employed with the Company divided by 36. This vested prorated
benefit will be paid to Executive within a reasonable time period after any
sale of the Kelso Interest
o Outplacement assistance for up to one year
Agreement
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Termination Due to Death o Base salary to date of death
o Pro rata annual incentive for year of termination at target
o Settlement of deferred compensation arrangements
o Immediate vesting of benefits (including Company contributions) in Profit
Sharing and Savings Plans
o Options vest and may be exercised pursuant to terms of the grant agreement and
applicable plan
Termination Due to o Base salary through date of Disability
Disability o Pro rata annual incentive for year of termination at target
o Retains employee status regarding benefits and deferral until earlier of age 65
or receipt of Deferred Compensation or Profit Sharing (see plan documents)
o If recovers from Disability and not offered previous positions, treated as
termination without "Cause"
o If offered previous position and refuses without Good Reason, treated as "Quit"
o Options vest and may be exercised pursuant to the terms of the grant agreement
and applicable plan
Termination for Cause o Base salary through date of termination
o Settlement of deferred compensation arrangements
o Vested options exercisable for 30 days
o Forfeiture of unexercised options and other outstanding awards
Quit without Good Reason o Treated the same as a termination for "Cause"
Executive's Obligations o Unlimited non-disclosure of "confidential information", employment terms and
employee information
o Non-compete as specified for 24 months if terminated without "Cause", may be
waived by Company upon written request by Executive and not unreasonably
withheld by Company
o Non-compete as specified for 24 months if terminated for "Cause"
o Non-solicitation of CHD employees for 24 months
o Non-disparagement (mutual)
o All company materials must be returned prior to final day of employment
o Injunctive relief in addition to other available remedies at law
Dispute Resolution o Mandatory arbitration
o New Jersey courts/laws
o Executive's legal costs reimbursed unless action determined to be in bad faith
or frivolous
Indemnification o As provided in the Company's by-laws
- D&O coverage and total indemnification provided in by-laws for Officers and
Directors
Other o 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 o Decrease in base salary or target annual incentive below 55%
o Any required relocation more than 35 miles from CHD headquarters (or then
current work location)
o After a Change in Control has occurred, any demotion in your title
o Material breach of this agreement by Company after receipt of written notice
from Executive and which remains uncured for 15-day period
o Executive must act within 60 days of event giving rise to Good Reason
Change in Control o Any person, group or entity acquires 50% or more of CHD's issued and
outstanding voting equity
o Director composition change of 50% or more over any 24-month period (unapproved
by 2/3's of "Incumbent Directors")
o Merger, consolidation, sale of all or substantially all assets or other
transaction approved by shareholders unless 50% or more continuing ownership
o The terms of employment specified herein shall survive a Change in Control
Cause o 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 o Executive prohibited from employment with any business within a company or
corporation which sells any products (i) which represent (in the aggregate) 20%
or more of such business' revenues and (ii) which compete with any products
sold by the Company or any subsidiary or division thereof for which Executive
was directly employed, and (iii) for which Executive would perform
substantially similar employment functions to those performed at CHD
Confidential Information o All information concerning the business of CHD or any subsidiary or 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 becomes part of the public domain
Disability o Executive qualifies as disabled under the C&D Long Term Disability or other
applicable plan, program or policy