EXHIBIT 10.15
ARMKEL, LLC
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
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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2.18 "Interest" shall mean an "Interest" of the Company as such term is
defined in Section 3.1 of the Armkel, LLC Agreement.
2.19 "Liquidation Event" shall mean the occurrence of any of the
following events: (i) the sale, disposition or transfer (collectively, a "Sale")
of Interests, after which Kelso & Company no longer holds any Interests or (ii)
a Sale to an unaffiliated third party of all or substantially all of the
Company's assets.
2.20 "Measurement Value" means, in respect of an Equity Appreciation
Award, the value of an Interest underlying an Award as determined by the
Committee, in good faith, in its discretion. The Initial Measurement Value of an
Interest covered by an Award will be $15.82 (or such higher amount as may be
determined by the Committee on the Date of Grant), subject to adjustment for
splits and similar events in accordance with Section 4.2 hereof. The Final
Measurement Value will be the value of an Interest underlying an Award as
determined by the Committee as of the date of the Liquidation Event; provided,
however, that in no event shall the Final Measurement Value of an Interest
exceed $26.31, subject to adjustment for splits and similar events in accordance
with Section 4.2 hereof.
2.21 "Participant" shall mean an Eligible Employee of the Company to whom
an Award has been made and is outstanding under this Plan.
2.22 "Retirement" shall mean a termination of Continuing Service (other
than a termination by the Employer for Cause) by a Participant who has both (i)
attained at least age sixty-five (65) and (ii) been credited with ten (10) or
more years of Continuing Service.
2.23 "Settlement Date" shall have the meaning given to such term in
Section 8.2(b)(i) hereof.
2.24 "Transfer" or "Transferred" shall mean anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer.
ARTICLE III
ADMINISTRATION
3.1 Plan Administration. The Plan shall be administered and interpreted
by the Committee.
3.2 Awards. The Committee shall have full authority to grant, pursuant
to the terms of this Plan, Equity Appreciation Awards to Eligible Employees. In
particular, the Committee shall have the authority:
(a) to select the Eligible Employees to whom Awards may from time
to time be granted hereunder;
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(b) to determine whether and to what extent Awards are to be
granted hereunder to one or more Eligible Employees;
(c) to determine the number of Interests underlying individual
Awards granted under the Plan;
(d) to determine, subject to the terms of the Plan, the Initial
Measurement Value and the Final Measurement Value of all Awards granted
under the Plan;
(e) to determine all other terms and conditions, not inconsistent
with the terms of this Plan, of any Award granted hereunder to an Eligible
Employee (including, but not limited to, any restriction or limitation,
any vesting schedule or acceleration thereof or any forfeiture
restrictions or waiver thereof, regarding any Award based on such factors,
if any, as the Committee shall determine, in its sole discretion);
(f) to modify, extend or renew an Award, subject to Article IX
herein;
(g) to determine the medium in which Awards shall be settled
following the Liquidation Event pursuant to Section 8.2 hereof; provided
that if the Committee determines that the Awards shall be settled by
issuance of (i) discounted stock options or restricted stock awards with
respect to shares of Church & Dwight common stock or (ii) any other form
of Church & Dwight equity or debt, ("C&D Settlement Medium") then such
determination shall be subject to the approval of Church & Dwight; and
(h) to settle all Awards in the event of the termination of the
Plan pursuant to Section 9.1 hereof.
3.3 Guidelines. Subject to Article IX hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing this Plan and perform all acts, including the delegation
of its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administratiocn of this Plan. The Committee may correct
any defect, supply any omission or reoncile any inconsistency in this Plan or in
any agreement relating thereto in the manner and to the extent it shall deem
necessary to effectuate this Plan.
3.4 Decisions Final. Any decision, interpretation or other action made
or taken in good faith by or at the direction of the Committee (or any of its
members) arising out of or in connection with this Plan shall be within the
absolute discretion of the Committee, as the case may be, and shall be final,
binding and conclusive on the Company and all employees and Participants and
their respective heirs, executors, administrators, successors and assigns.
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3.5 Reliance on Counsel. The Committee may consult with legal counsel,
who may be counsel for the Company or other counsel, with respect to its
obligations or duties hereunder, or with respect to any action or proceeding or
any question of law, and the Committee shall not be liable with respect to any
action taken or omitted by it in good faith pursuant to the advice of such
counsel.
3.6 Designation of Consultant; Liability.
(a) Delegations. The Committee may designate employees of the
Company and professional advisors to assist it in the administration of
this Plan and may grant authority to employees to execute agreements or
other documents on its behalf.
(b) Consultants; Liability. The Committee may employ such legal
counsel, consultants and agents as it may deem desirable for the
administration of this Plan and may rely upon any opinion received from
any such counsel or consultant and any computation received from any such
consultant or agent. Expenses incurred by the Committee in the engagement
of any such counsel, consultant or agent shall be paid by the Company.
Neither the Committee, nor any person designated pursuant to Section
3.6(a) shall be liable for any action or determination made in good faith
with respect to this Plan. To the maximum extent permitted by applicable
law, no officer of the Company or member or former member of the Committee
or of the Board shall be liable for any action or determination made in
good faith with respect to this Plan or any Award granted under it. To the
maximum extent permitted by applicable law and the Armkel, LLC Agreement
and to the extent not covered by insurance, each officer (including,
without limitation, the Chairman) and member or former member of the
Committee or of the Board shall be indemnified and held harmless by the
Company against any cost or expense (including reasonable fees of counsel
reasonably acceptable to the Company) or liability (including any sum paid
in settlement of a claim with the approval of the Company), and advanced
amounts necessary to pay the foregoing at the earliest time and to the
fullest extent permitted, arising out of any act or omission to act in
connection with this Plan, except to the extent arising out of such
officer's, member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of indemnification the
officers, directors or members or former officers, directors or members
may have under applicable law or under the Armkel, LLC Agreement.
Notwithstanding anything else herein, this indemnification shall not apply
to the actions or determinations made by an individual with regard to
Awards granted to him under this Plan.
ARTICLE IV
CHANGES IN CAPITAL STRUCTURE
4.1 No Restriction on Organizational Changes. The existence of this Plan
and the Awards granted hereunder shall not affect in any way the right or power
of the Board
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or the members of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference interests ahead of or
affecting Interests, the authorization or issuance of additional Interests, the
dissolution or liquidation of the Company, any sale or transfer of all or part
of its assets or business or any other organizational act or proceeding.
4.2 Adjustment to Awards. In the event of any change in the capital
structure or business of the Company or by reason of any split or reverse split,
recapitalization, reorganization, merger, consolidation, or exchange of
Interests, distribution with respect to outstanding Interests or interests other
than Interests, reclassification of Interests, any sale or transfer of all or
part of the Company's assets or business, or any similar change affecting the
Company's capital structure or business and the Committee determines an
adjustment is appropriate under this Plan, the Committee shall make such
adjustments to the terms of all then outstanding Awards including, but not
limited to, making an adjustment to the number of Interests subject to each then
outstanding Award and/or to the dollar amount of the Initial Measurement Value
of each such Awards, consistent with such change in such manner as the Committee
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, Participants under this Plan or as otherwise
necessary to reflect the change, and any such adjustment determined by the
Committee, in good faith, shall be binding and conclusive on the Company and all
Participants and employees and their respective heirs, executors,
administrators, successors and assigns.
ARTICLE V
ELIGIBILITY
All senior management executives of the Company are eligible to be
granted Awards under this Plan. Eligibility under this Plan shall be determined
by the Committee in its sole and absolute discretion.
ARTICLE VI
EQUITY APPRECIATION AWARDS
6.1 Terms and Conditions of Equity Appreciation Awards. Each Equity
Appreciation Award shall be referenced at the time of grant to one or more
Interests. Equity Appreciation Awards shall be subject to such other terms and
conditions as shall be determined from time to time by the Committee, not
inconsistent with the provisions of this Plan, including the following:
(a) Basic Grant. Each Equity Appreciation Award granted under the
Plan shall constitute a right to receive in cash (or in such other
settlement medium chosen by the Committee, subject in case of C&D
Settlement Medium to the approval of Church & Dwight, in accordance with
Section 8.2 hereof) the appreciation in the Measurement Value of an
Interest, as determined on the date
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of the Liquidation Event, which appreciation will be equal to the
difference between the Initial Measurement Value of the Equity
Appreciation Award and the Final Measurement Value of the Award,
multiplied by the number of Interests subject to the Award to the extent
then vested (the "Appreciation"). The Initial Measurement Value shall be
stated in the individual Award agreement described in Section 6.1(c) below
and shall be subject to adjustment as provided in Section 4.2 hereof.
(b) Number of Interests Subject to Award. The total number of
Interests that may be subject to Awards under the Plan shall be 800,000.
Interests that are forfeited or otherwise expire shall not again be
available for grant pursuant to Awards under the Plan.
(c) Equity Appreciation Award Agreement. As promptly as
practicable after an Eligible Employee is granted an Award, the Company
and the Participant shall enter into a written agreement setting forth all
terms and conditions of the Award. The Committee shall also establish or
cause to be established a bookkeeping account for each Participant and
shall record or cause to be recorded the number of Interests subject to
the Equity Appreciation Award granted to such Participant, the Initial
Measurement Value of the underlying Interests and the Date of Grant.
(d) Vesting. Unless the Committee determines otherwise on the Date
of Grant with respect to an Award, each Equity Appreciation Award shall
vest on the last day of each calendar month during the thirty-six (36)
consecutive calendar month period beginning on the Date of Grant, provided
that such Participant is actively employed by the Company on each such
monthly vesting date.
(e) Settlement of Awards. Awards granted under this Plan shall
only be eligible for settlement pursuant to Article VIII hereof, to the
extent each such Award has vested under Section 6.1(d) hereof and the
Liquidation Event occurs prior to the seventh anniversary of the Plan's
Effective Date. If the Liquidation Event fails to occur by the seventh
anniversary of the Plan's Effective Date, the Plan and all then
outstanding Awards shall automatically terminate and become null and void
regardless of whether any such Awards have vested in whole or in part.
ARTICLE VII
NON-TRANSFERABILITY AND TERMINATION OF EMPLOYMENT PROVISIONS
7.1 Non-transferability. Unless the Committee determines otherwise or
except as otherwise specifically provided by law or herein, no Award may be
Transferred in any manner, and any attempt to Transfer any Award shall be void,
and no such Award shall in any manner be used for the payment of, subject to, or
otherwise encumbered by or hypothecated for the debts, contracts, liabilities,
engagements or torts of any person
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who shall be entitled to such Award, nor shall it be subject to attachment or
legal process for or against such person.
7.2 Termination of Employment.
(a) Unless the Committee determines otherwise on the Date of Grant
with respect to an Award or as provided for in Section 7.2(c) below, an
Equity Appreciation Award granted to a Participant under this Plan shall
automatically terminate and become null and void upon a Participant's
termination of Continuing Service if such termination occurs prior to the
Liquidation Event, regardless of whether such Award has vested in whole or
in part.
(b) Any part of an Award which is not vested as of the date of the
Participant's termination of active employment with the Company shall
automatically terminate upon such termination of active employment
(whether or not such Participant remains in Continuing Service).
(c) The Committee shall have the discretion and authority to provide
special rules that may be applicable to an Award granted under this Plan
in order to prevent the otherwise automatic forfeiture of such Award
pursuant to Section 7.2(a) if such Participant terminates Continuing
Service prior to the Liquidation Event due to death, Retirement or
Disability.
ARTICLE VIII
SETTLEMENT OF AWARDS
8.1 Effect of Liquidation Event. Upon the occurrence of the Liquidation
Event, all then outstanding Awards shall become immediately eligible for
settlement pursuant to Section 8.2 below to the extent that each such Award has
vested pursuant to Section 6.1(d) hereof.
8.2 Settlement.
(a) General. Following the occurrence of the Liquidation Event,
each Participant shall be entitled to receive the Appreciation
attributable to the vested portion of his Award in accordance with this
Section 8.2 and the un-vested portion of such Awards shall automatically
terminate and become null and void.
(b) Method of Settlement. Upon the date of the Liquidation Event,
the Committee (subject, in case of C&D Settlement Medium to the approval
of Church & Dwight) shall determine, in its sole discretion, the method in
which to settle all of the then outstanding Equity Appreciation Awards, to
the extent then vested. Subject to Section 8.2(e), the Committee may elect
to settle each such then outstanding Award pursuant to any of the
following methods:
(i) Settlement in Cash. The Committee may elect to settle each
Award in cash, in which case each Participant holding an
Award eligible for
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settlement hereunder shall be entitled to receive the
dollar value of the Appreciation, paid in three (3) equal
annual installment payments, less applicable tax
withholding, with the first installment to be paid within
ten (10) business days after the Liquidation Event
("Initial Settlement Date") and the second and third
installments to be paid on the first and second
anniversaries of the Liquidation Event (each, a
"Settlement Date") provided the Participant remains in
Continuing Service on each Settlement Date. The second and
third installment payments shall be adjusted by the
Committee to reflect interest earned thereon from the
Initial Settlement Date through the Settlement Date on
which the installment is paid. The interest shall be
calculated at the applicable federal rate in effect on the
Initial Settlement Date for short-term loans, compounded
semi-annually.
(ii) Settlement Through Grant of Discounted Stock Options. For
Participants who become employees of Church & Dwight
following the Liquidation Event, the Committee may elect
to settle each Award through C&D Settlement Medium through
grant to each eligible Participant of a discounted
non-qualified stock option to purchase shares of Church &
Dwight common stock under the Church & Dwight employee
stock option plan to purchase the number of shares of
Church & Dwight common stock determined, pursuant to the
formula set forth below at an exercise price per share
which shall be equal to twenty-five percent (25%) of the
"fair market value" (as determined below) of an underlying
share of Church & Dwight common stock determined as of the
date of the grant. Each such option shall be granted to
purchase the number of shares of Church & Dwight common
stock equal to (x) the dollar amount of the Appreciation
subject to settlement divided by (y) seventy-five percent
(75%) of the "fair market value" of a share of the
underlying stock on the date of grant. For purposes of the
foregoing formula, the "fair market value" of a share of
Church & Dwight common stock shall be determined in
accordance with the Church & Dwight employee stock option
plan as of the date the option is granted. Each such
option shall be granted on the Initial Settlement Date, as
defined above, and shall vest and become exercisable on a
cumulative basis, as follows: one-third shall vest and
become fully exercisable on the Initial Settlement Date
and an additional one-third shall vest and become
exercisable on each succeeding Settlement Date provided
the Participant is employed by Church & Dwight on each
Settlement Date. Each option shall have a ten-year term
and shall otherwise be subject to the terms of the Church
& Dwight employee stock option plan. Each option shall be
memorialized in a written stock option agreement between
Church & Dwight and the Participant which shall contain
all other
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terms and conditions of the option consistent with the
option plan and as determined by the Committee.
(iii) Settlement Through Grant of Restricted Stock Awards. For
Participants who become employees of Church & Dwight
following the Liquidation Event, the Committee may elect
to settle each Award through the grant to each eligible
Participant shares of restricted common stock of Church &
Dwight under the Church & Dwight restricted stock plan
having an aggregate "fair market value," as determined
below, as of the date of grant, equal to the Appreciation
of the Award subject to settlement. For purposes of the
foregoing formula, the "fair market value" of shares of
Church & Dwight common stock shall be determined in
accordance with the Church & Dwight restricted stock plan
as of the date the restricted stock award is granted. Each
such restricted stock award shall be granted on the
Initial Settlement Date, as defined above, and shall vest
on a cumulative basis, as follows: one-third shall vest on
the date of grant, and an additional one-third shall vest
on each succeeding Settlement Date provided the
Participant is employed by Church & Dwight on each
Settlement Date. Each restricted stock award will be
memorialized in a written agreement between Church &
Dwight and the Participant which shall contain all other
terms and conditions of the award consistent with this
Plan and as determined by the Committee.
(iv) Settlement in any Other Manner. The Committee may elect to
settle an Award in a manner other than the settlement
options described in clauses (i) - (iii) of this Section
8.2(b) so long as the dollar value of the Award is
preserved.
(c) Requirement of Continuing Service. Unless the Committee
determines otherwise with respect to a Participant, in order to be
eligible for full settlement of an Equity Appreciation Award following the
Liquidation Event, the Participant must be in Continuing Service on each
Settlement Date. The Committee shall, however, have the discretion and
authority to provide special settlement rules to be applicable to
Participants who terminate Continuing Service following the Liquidation
Event but prior to the Settlement Date or Dates due to death, Retirement,
Disability or termination by the Employer without Cause.
(d) Committee Discretion With Respect to Award Settlement.
Notwithstanding any contrary provision contained herein, the Committee may
elect to settle all then outstanding Awards, to the extent vested, as soon
as practicable following the Liquidation Event.
(e) Notwithstanding anything contrary herein and provided there
has occurred the Liquidation Event prior to the seventh anniversary date
of this Plan, all settlement of Awards, to the extent not previously
settled on the Settlement
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Date, shall be settled no later than the seventh anniversary of the
Effective Date. If the Liquidation Event occurs after the fourth
anniversary of the Effective Date, the Committee shall determine the
applicable shorter payment or vesting schedule.
ARTICLE IX
TERMINATION OR AMENDMENT OF THE PLAN
9.1 Amendment of Plan. Notwithstanding any other provision of this Plan,
the Board or the Committee may at any time, and from time to time, amend, in
whole or in part, any or all of the provisions of this Plan, or suspend or
terminate it entirely, retroactively or otherwise and settle all then
outstanding vested Awards; provided, however, that, unless otherwise required by
law or specifically provided herein, the rights of a Participant with respect to
Awards granted prior to such amendment, suspension or termination, may not be
adversely effected without the consent of such Participant.
9.2 Amendment of Award. The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, but, subject to Article IV
or as otherwise specifically provided herein, no such amendment or other action
by the Committee shall adversely effect the rights of any Participant without
the Participant's consent.
ARTICLE X
UNFUNDED PLAN
This Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments as to which a Participant
has a fixed and vested interest but which are not yet made to a Participant by
the Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company.
ARTICLE XI
GENERAL PROVISIONS
11.1 Other Plans. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.
11.2 No Right to Employment. Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Affiliate, nor shall they be a
limitation in any way on the right of the Company or any Affiliate by which an
employee is employed to terminate his employment or Affiliate, as applicable, at
any time.
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11.3 Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made to a Participant, payment by the Participant of, any
Federal, state or local taxes required by law to be withheld.
11.4 Governing Law. This Plan shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflicts of
laws).
11.5 Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
11.6 Other Benefits. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its Affiliates nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.
11.7 Costs. The Company shall bear all expenses of administering this
Plan.
11.8 No Right to Same Benefits. The provisions of Awards need not be the
same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.
11.9 Death/Disability. The Committee may in its discretion require the
transferee of a Participant's Award to supply the Company with written notice of
the Participant's death or Disability and to supply the Company with a copy of
the will (in the case of the Participant's death) or such other evidence as the
Committee deems necessary to establish the validity of the Transfer of an Award.
The Committee may also require that the transferee agree in writing to be bound
by all of the terms and conditions of this Plan.
11.10 Severability of Provisions. If any provision of this Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provisions had not been included.
11.11 Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of this Plan,
and shall not be employed in the construction of this Plan.
ARTICLE XII
EFFECTIVE DATE OF PLAN
This Plan shall be effective on September 29, 2001.
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ARTICLE XIII
TERM OF PLAN
In the event the Liquidation Event has not occurred prior to the seventh
anniversary of the Plan's Effective Date, the Plan and all then outstanding
Awards shall automatically terminate and become null and void regardless of
whether any such Awards have vested in whole or in part.
In the event the Liquidation Event occurs prior to the seventh anniversary
of the Plan's Effective Date, all then outstanding Awards shall be settled in
accordance with the terms and provisions of the Plan and following settlement of
all such Awards, the Plan shall terminate.
ARTICLE XIV
NAME OF PLAN
This Plan shall be known as the Armkel, LLC Equity Appreciation Plan.