January 25, 2001
Mr. Paul A. Veteri
21 Londonderry Drive
Greenwich, Connecticut 06830
Dear Paul:
Reference is made to the Executive Employment Agreement, dated as of
June 4, 1998 and amended on January 27, 2000, between Carter-Wallace, Inc. (the
"Company") and you (the "Agreement"). The Board of Directors of the Company has
determined that it is appropriate to amend the Agreement to reflect your
election to the office of President and Chief Operating Officer and the change
in your compensation as a result thereof.
Accordingly, upon confirmation by you of your agreement thereto, the
Agreement shall be amended in the following respects:
(1) The first sentence of Section 2 of the Agreement shall
be amended to read in its entirety as follows:
The Executive shall be paid a base salary at the rate
of not less than $950,000 per year during the Term, payable in
equal semi-monthly installments.
(2) The first paragraph of Section 4 of the Agreement shall
be amended to read in its entirety as follows:
During the Term, the Executive shall have the title
of President and Chief Operating Officer, shall report
directly to the Chief Executive Officer of the Company and
shall have the powers, status and duties that are normally
exercised in and ordinarily pertain to these positions.
Mr. Paul A. Veteri -2- January 25, 2001
Upon your confirmation of your agreement with the amendments set forth
above, by signing and returning to the Secretary of the Company the copy of this
letter, such amendments shall take effect immediately.
Very truly yours,
CARTER-WALLACE, INC.
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Chairman of the Board
Confirmed and agreed this
day of January, 2001
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Paul A. Veteri