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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
EXHIBIT 10 (L) - 1994 INCENTIVE STOCK OPTION PLAN
ADOPTED BY THE BOARD OF DIRECTORS
December 21, 1994
The 1994 Incentive Stock Option Plan is hereinafter set forth and is
incorporated by reference in the individual Stock Option Agreements.
SECTION I - PLAN PROVISIONS
1.1 PURPOSE: The purpose of the 1994 Incentive Stock Option Plan (the "Plan") is
to provide long-term incentive compensation to Key Management Employees of
Church & Dwight Co.. Inc. (the "Company") whose performance can make a
substantial contribution to the long-term growth and prosperity of the Company.
The Plan is designed to encourage existing Key Management Employees to increase
the long-term value of the Company to its stockholders by affording such
employees opportunities to become stockholders and thereby to share the risks
and rewards which accompany such status.
1.2 ADMINISTRATION: The 1994 Incentive Stock Option Plan Committee of the Board
of Directors (the "Committee") will have exclusive responsibility and authority
to administer and interpret the provisions of this Plan. The Committee shall
record its proceedings under the Plan.
1.3 ELIGIBILITY: All full-time Key Management Employees of the Company and its
Subsidiaries are eligible to receive awards under the Plan.
1.4 AWARDS: Subject to approval of the Board of Directors, from time to time,
the Committee may make awards to such Key Management Employees as it may select
(the "Participants") on whatever terms it deems appropriate in a particular case
and not inconsistent with the Plan. Each award shall consist of a non-qualifying
option (an option other than an option subject to the provisions of Section 422A
of the Internal Revenue Code of 1986, ie. an Incentive Stock Option), to
purchase a stated number of shares of the Company's common stock (the "Stock").
The Date of Grant shall be the date on which the Committee acts to make the
award or such later date as it specifies when it makes the award.
1.5 OPTIONS: (a) Each Option shall have an option price at least equal to the
fair market value of the Stock on the Date of Grant, as determined by the
Committee; shall expire on the tenth anniversary of the Date of Grant; shall be
exercisable by the Participant during his/her lifetime only by him/her; shall be
transferable by the Participant only by will or under the laws of descent and
distribution and shall be exercisable during its term as determined by the
Committee. Each Option shall be evidenced by an option agreement in writing
stating the price, term and method of exercise of the option, the number of
shares of Stock as to which the Option is granted, the disposition of the Option
to the extent unexercised upon the termination of the Participant's employment
by the Company, and such other terms as the Committee may deem appropriate and
not inconsistent with the Plan. Upon the forfeiture of an Option it may be
granted to another Participant.
(b) The Option need not be exercised in sequential order.
SECTION 2 - ADDITIONAL DEFINITIONS
2.1 ACCELERATION DATE: Shall mean the (i) date of death of Participant while in
the employ of the Company; or (ii) day immediately preceding the date of the
closing of any transaction resulting in the acquisition of a controlling
interest in the Company by an Outsider either by purchase of assets of the
Company or by the acquisition of a Controlling Stock Interest or by merger or
consolidation, subject nevertheless to all of the other conditions contained in
Section 3.4 hereof.
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2.2 BOARD: shall mean the Board of Directors of Church & Dwight Co., Inc.
2.3 CONTROLLING STOCK INTEREST: shall be ownership of more than 50 percent of
the voting stock of the Company or a corporation which may acquire the assets of
the Company whether by purchase, merger, consolidation or otherwise.
2.4 GROUP LEVEL: shall mean the level, as determined by the Committee and
subject to approval by the Board, at which a Participant contributes to the
overall results of the Company's operations.
2.5 KEY MANAGEMENT EMPLOYEE: shall include all executive officers and senior
managers of the Company and may include such other employees who, in the opinion
of the Committee and subject to approval of the Board, contribute significantly
to the overall operating results of the Company.
2.6 OPTION: shall mean an option to purchase a stated number of shares of the
Stock.
2.7 OUTSIDER: shall be any party not owning or controlling more than 50 percent
of the shares of voting stock of the Company on the Date of Grant.
2.8 RETIREMENT: shall be retirement in accordance with the provisions of an
established retirement plan of the Company or retirement as authorized by a
special resolution of the Committee and such retirement shall constitute a
termination of employment for purposes of Section 3.4 hereof.
2.9 SALARY MIDPOINT: shall mean the midpoint of the salary range established by
the Company for a specific job description.
2.10 SUBSIDIARY: shall mean any domestic or foreign corporation, at least 50
percent of the voting power of which is owned directly or indirectly by the
Company.
SECTION 3 - TERMS AND CONDITIONS
The Committee's exclusive power and authority to administer and interpret the
Plan, as provided in Section 1.2 thereof, is a continuing power which is not
exhausted by being once exercised, and the Plan shall be in all respects subject
and subordinate to the Committee's interpretation as to the meaning and effect
of the provisions hereof or of any omissions herein with respect to any matter.
3.1 NUMBER OF OPTION SHARES GRANTED: The number of shares of the Stock for which
an option is to be granted to each Participant hereunder shall be determined by
use of a formula as follows:
A. Each Participant shall be classified according to a designated Group
Level as determined by the Committee subject to the approval of the Board.
B. The average Salary Midpoint for all Participants of each Group Level
shall be determined.
C. The average Salary Midpoint shall be multiplied by a multiple provided
for each Group Level which shall be determined annually by the Committee,
and subject to the approval of the Board at its discretion, to determine
the total dollar value of the Stock for which an Option is to be granted
in the Group Level.
D. The total dollar value of the Stock is then divided by the fair market
value of the Stock on the Date of Grant to determine the number of Option
shares for which an Option is to be granted for each Participant.
3.2 EXERCISE OF OPTION - GENERAL: (a) An Option granted under the Plan may be
exercised by delivery to the Secretary or any Assistant Secretary of the Company
of written notice of election to exercise, signed by the Participant or by the
legal representative or legatee or distributee of a deceased Participant,
specifying the number of shares with respect to which the Option is being
exercised and specifying a date, which shall be a business day not less than
seven (7) nor more than fifteen (15) days after delivery of such notice to the
Company, on which date
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the Company shall deliver, or cause to be delivered to the Participant, or to
his or her legal representative, legatee or distributee, a certificate or
certificates for the number of shares specified against receipt of the entire
purchase price therefor.
(b) The Participant shall have no rights of a stockholder with respect to
such shares until such shares are issued and delivered as herein provided.
3.3 EXERCISE OF OPTION - VESTING: The right to exercise an Option is limited as
hereinafter provided:
(a) An Option may be exercised as hereinafter provided only to the extent
that it has become vested as provided herein.
(b) Unless as otherwise provided by the Committee, an Option shall vest to
the extent of 100 percent of the shares of Stock covered by the Option on the
third anniversary of the Date of Grant, provided that the Participant shall have
been continuously employed by the Company or a Subsidiary from the Date of Grant
to such anniversary thereof as may be applicable.
(c) Upon the Acceleration Date any Options held by such Participant which
have not yet vested, shall immediately vest as follows:
100% for a Participant who on the Acceleration Date shall have been
continuously employed by the Company or a Subsidiary for the Preceding five
years or more;
80% for a Participant who on the Acceleration Date shall have been
continuously employed by the Company or a Subsidiary for the preceding four
years or more but less than five years;
60% for a Participant who on the Acceleration Date shall have been
continuously employed by the Company or a Subsidiary for the preceding
three years or more but less than four years;
-0- for a Participant who on the Acceleration Date shall have been employed
by the Company or a Subsidiary for less than three years.
3.4 EXERCISE OF OPTION - TIME LIMITS: (a) An Option shall terminate in all
respects on, and no exercise as to any shares covered by an Option shall be
honored on or after the expiration of ten years from the Date of Grant thereof.
(b) An Option may be exercised, to the extent it is vested, at any time.
(c) If an Option is not exercised for all shares of Stock as to which the
Option has vested, it shall be exercised only in blocks of 100 shares or more
except that for the purpose of purchasing all of the shares as to which an
Option has vested at the time of exercise. The Option may be exercised for the
entire balance of shares as to which such Option has then vested. The holder of
more than one vested and outstanding Option may exercise such Options
concurrently for the purpose of obtaining blocks of 100 shares or more.
(d) Unless as otherwise provided by the Committee if a Participant's
employment is terminated for any reason other than the Participant's death, or
retirement with the consent of the Company, any Option held by such Participant,
to the extent that such Option or Options have become vested under Subsection
3.3(b) or 3.3(c) hereof prior to, or on the date of, such termination of
Participant's employment, shall be exercisable to the extent so vested within
but only within the period of one month next succeeding such termination of
Participant's employment. Any such Option not exercised as aforesaid shall
terminate.
(e) An Option held by a Participant who dies while in the employ of the
Company or a Subsidiary or who retires with consent of the Company shall, to the
extent that such Option or Options have become vested under Subsections 3.3(b)
or 3.1(c) hereof prior to or on the date of such Participant's death or
Retirement, be exercisable
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by his/her legal representative, legatee or distributee, or by such retired
Participant, within but only within the period of one year next succeeding such
Participant's death or Retirement as aforesaid and then only to the extent of
such vesting. Any such Option not exercised as aforesaid shall terminate.
3.5 EXERCISE OF OPTION - OTHER CONDITIONS: (a) Except as provided above or by
the Committee, no Option may be exercised unless the Participant is in the
employ of the Company or a Subsidiary on the date of delivery to the Company of
the Participant's written notice of election to exercise the Option pursuant to
Subsection 3.2(a) hereof and unless Participant shall have been continuously
employed by the Company or a Subsidiary from the Date of Grant of the Option to
the date of delivery of said written notice. Anything herein to the contrary
notwithstanding, employment shall be deemed to have ceased on the date specified
by the Company whether or not the Participant shall thereafter receive severance
pay or other benefits or render additional services to the Company, provided
nevertheless that for all purposes of the Plan a Participant's employment by the
Company shall be considered as continuing during the period of any authorized
leave of absence unless the authorization provides otherwise.
(b) The shares to be purchased upon exercise of an Option shall be paid for
in full at the time of such exercise. Proceeds derived from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.
(c) It is a condition of the grant, acceptance or exercise of an Option
that no claim or cause of action for loss of any benefits under the Plan or any
individual agreement thereunder shall accrue to the Participant by reason of any
termination of employment whether by reason of Retirement or for any other
reason including discharge with or without cause.
(d) Any attempted transfer, assignment, pledge, hypothecation or other form
of change of ownership of an Option otherwise than by will or by the laws of
descent and distribution shall be an invalid transaction. The Company shall have
no obligation to issue shares or to make any payment pursuant to such invalid
transaction, and the Committee may in its discretion terminate the Option which
is the subject of such invalid transaction. Any attempted levy of attachment or
like proceeding on such Option shall be null and void.
3.6 NON-TRANSFERABILITY OF SHARES: The shares purchased upon the exercise of any
Option granted under the Plan shall be acquired only for the purpose of
investment and not for the purpose of, or with a view to, or in connection with,
any public offering of such shares. The Participant shall agree that he/she will
not, within a period of one year after the date on which shares are issued to
him/her upon the exercise of the Option, make any transfer or other disposition
of such shares without the written consent of the Committee. The provisions of
this paragraph shall not prevent (a) the sale or other disposition of such
shares subsequent to the death of such Participant, or (b) the pledge or
hypothecation at any time by such Participant of such shares with a lending
institution upon the terms and conditions at the time in use by such
institution, including but not limited to, terms and conditions permitting such
institution to realize by sale or otherwise, upon such shares held as security
for such pledge or hypothecation. The provisions of this paragraph 3.6 shall not
apply to the transfer of shares subsequent to the Acceleration Date defined in
Section 2.1(ii).
3.7 DILUTION AND OTHER CHANGES: (a) The Committee shall adjust the number of
shares and types of securities subject to Options and the exercise price of the
Options as may be appropriate to prevent the dilution of Participant's rights or
to preserve the Company's position in the event of a reorganization,
recapitalization, stock split, reverse stock split, stock dividend, exchange or
combination of shares, merger, consolidation, rights offering or any change in
capitalization. The determination of the Committee as to any adjustments shall
be binding upon the Participants and their legal representatives.
(b) If at any time prior to the expiration or complete exercise of an
Option, the Company shall be consolidated with, or merged into, any other
corporation, lawful provision shall be made as part of the terms of each such
consolidation or merger, so that there may thereafter be purchased upon the
exercise of such Option, in lieu of each share of Stock remaining under Option,
but at the same option price, the same kind and amount of securities or property
(including in such terms, stock of any class or classes or cash) as may be
issuable, distributable or payable upon such consolidation or merger with
respect to each share
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of stock (of the class called for by such Option) of the Company outstanding
immediately prior to such consolidation or merger; provided, however, that the
Committee may require that the exercise of the Option under the provisions of
this Subsection 3.7(b) must be made within 120 days after the effective date of
the consolidation or merger of the Company and provided further that the Option
may be exercised only to the extent it had vested before or on such effective
date or, if applicable, the Acceleration Date described in Subsection 3.3(c)
above.
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