Exhibit 10(n)
CHURCH & DWIGHT CO.,
INC.
EXECUTIVE DEFERRED COMPENSATION
PLAN II
(As amended and restated
effective as of January 1, 2009)
ARTICLE 1
PURPOSE
The purpose of the Church &
Dwight Co., Inc. Executive Deferred Compensation Plan II (the
“Plan”) is to provide a means whereby Church &
Dwight Co., Inc. (the “Company”) may afford increased
financial security, on a tax-favored basis, to a select group of
management or highly compensated employees of the Company or its
Affiliates who have rendered and continue to render valuable
services to the Company or its Affiliates which constitute an
important contribution towards the Company’s continued growth
and success.
ARTICLE 2
DEFINITIONS
2.1 “ Account ”
or “ Accounts ” mean the devices used by the
Company to measure and determine the amounts to be paid to a
Participant under the Plan. Separate Accounts will be established
for each Participant and as may otherwise be required to implement
the Plan.
2.2 “ Affiliate ”
means any firm, partnership or corporation that (i) directly
or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with the Company or
(ii) is otherwise authorized by the Board to be considered an
Employer for purposes of this Plan.
2.3 “ Applicable
Section 401(a)(17) Limit ” means, with respect to a
Plan Year, the applicable dollar limitation for such Plan Year in
effect under Section 401(a)(17) of the Code.
2.4 “ Base Salary
” means, with respect to a Participant for any Plan Year,
such Participant’s annual base salary before reduction
pursuant to this Plan or any plan or agreement of the Employer
whereby compensation is deferred, including, without limitation, a
plan
whereby compensation is deferred in accordance
with Code Section 401(k) or reduced in accordance with Code
Section 125.
2.5 “ Beneficiary
” means the person or persons designated as such in
accordance with Section 12.2.
2.6 “ Board ”
means the Board of Directors of the Company.
2.7 “ Bonus ”
means annual incentive compensation payments made from the
Church & Dwight Co., Inc. Annual Incentive
Plan.
2.8 “ Code ”
means the Internal Revenue Code of 1986, as amended from time to
time.
2.9 “ Committee ”
means the committee designated by the Board of Directors of the
Company to administer the Plan.
2.10 “ Company ”
means Church & Dwight Co., Inc.
2.11 “ Declared Rate
” means for any plan year the rate equal to the 120-month
average of the 10-Year Treasury Note rate as of September 30
of the prior Plan Year.
2.12 “ Deferral
Commitment ” means a deferral commitment made by a
Participant to defer Base Salary and/or Bonus pursuant to Article 5
for which an Enrollment Agreement has been submitted by an Eligible
Employee to the Company.
2.13 “ Earnings Crediting
Options ” mean the options which may be elected by a
Participant from time to time pursuant to which earnings are
credited to the Participant’s Account(s).
2.14 “ Effective Date
” means the effective date of the Plan, which is
January 1, 2005.
2.15 “ Eligible
Employee ” means an Employee who is eligible to make a
Deferral Commitment for a Plan Year and/or to receive a credit to
his or her 401(k) Restoration Account or Profit Sharing Restoration
Account for a Plan Year, pursuant to Sections 5.2 or 5.3,
respectively.
2.16 “ Employee ”
means any person employed by the Company or an Affiliate on a
regular full-time salaried basis.
2.17 “ Employer ”
means the Company and any of its Affiliates.
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2.18 “ Enrollment
Agreement ” means the authorization form which an
eligible individual files with the Company to participate in the
Plan.
2.19 “ 401(k) Restoration
Account ” means an Account into which a credit is made by
the Company for a pay period in accordance with Section 5.2.
Notwithstanding anything contained herein to the contrary, a
Participant’s 401(k) Restoration Account shall also be
comprised of any amounts credited to such Participant’s
401(k) Restoration Account under the Prior Plan that were not
vested as of December 31, 2004. Such amounts from the Prior
Plan shall be fully vested.
2.20 “ In-Service
Distribution ” means a distribution prior to termination
of Service pursuant to Section 7.3.
2.21 “ In-Service
Distribution Account ” means an Account established
pursuant to Section 7.3.
2.22 “ Investment Election
Form ” means the election form on which a Participant
designates one or more Earnings Crediting Options into which a
Participant’s Accounts will be deemed invested and the
percentages of such Accounts to be allocated to such Earnings
Crediting Options.
2.23 “ Normal Distribution
Account ” means an Account established at the time a
Participant establishes a Deferral Commitment which provides for
the distribution of a benefit following a Participant’s
termination of Service.
2.24 “ Participant
” means an Eligible Employee who has one or more Accounts
under the Plan.
2.25 “ Plan ”
means the Church & Dwight Co., Inc. Executive Deferred
Compensation Plan II, as amended from time to time.
2.26 “ Plan Year
” means the calendar year beginning on January 1 and
ending December 31.
2.27 “ Pre-Tax
Contributions ” means “Pre-Tax Contributions”
as defined under the Tax-Qualified Plan.
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2.28 “ Prior Plan
” means the Church & Dwight Co., Inc. Executive
Deferred Compensation Plan, effective as of June 1,
1997.
2.29 “ Profit Sharing
Contributions ” means “Profit Sharing
Contributions” as defined under the Tax-Qualified
Plan.
2.30 “ Profit Sharing
Restoration Account ” means an Account into which a
credit is made by the Company for a Plan Year in accordance with
Section 5.3. Notwithstanding anything contained herein to the
contrary, a Participant’s Profit Sharing Restoration Account
shall also be comprised of any amounts credited to such
Participant’s Profit Sharing Restoration Account under the
Prior Plan that were not vested as of December 31, 2004. Such
amounts from the Prior Plan shall be fully vested.
2.31 “ Retirement
” means, with respect to a Participant, the termination of
the Participant’s Service with all Employers for reasons
other than death at any time on or after the date on which the
Participant attains age 55 with five (5) years of Service or
age 65 with one (1) year of Service.
2.32 “ Service ”
means the period of time during which a full-time employment
relationship exists between an Employee and the Employer, including
any period during which the Employee is on an approved leave of
absence, whether paid or unpaid; provided, however, that an
individual shall not be considered to have incurred a termination
of Service for purposes of the Plan unless the individual has
incurred a “separation from service” under
Section 409A of the Code and guidance issued thereunder by the
Internal Revenue Service.
2.33 “ Tax-Qualified
Plan ” means the Church & Dwight Co., Inc.
Savings and Profit Sharing Plan for Salaried Employees.
2.34 “ Termination Date
” means the final date of termination of a
Participant’s Service with the Employer.
2.35 “ Year ”
means a period of twelve consecutive calendar months.
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ARTICLE 3
ADMINISTRATION OF THE
PLAN
The Committee is hereby authorized
to administer the Plan and establish, adopt, or revise such rules
and regulations as it may deem necessary or advisable for the
administration of the Plan. The Committee shall have discretionary
authority to construe and interpret the Plan and to determine the
rights, if any, of Employees, Participants, Beneficiaries and other
persons under the Plan. The Committee’s resolution of any
matter concerning the Plan shall be final and binding upon any
Participant and Beneficiary affected thereby. Members of the
Committee shall be eligible to participate in the Plan while
serving as members of the Committee, but a member of the Committee
shall not vote or act upon any matter which relates solely to such
member’s interest in the Plan as a Participant.
ARTICLE 4
ELIGIBILITY
4.1 Eligibility . An Employee
shall be eligible to make a Deferral Commitment for a Plan Year,
and/or to receive a credit to his or her 401(k) Restoration Account
or Profit Sharing Restoration Account for a Plan Year, as
follows:
4.2 Deferral Commitments and
401(k) Restoration Credits . An Employee who is employed at the
level of Director or above shall be eligible for a Plan Year to
make a Deferral Commitment pursuant to Section 5.1 and/or
receive a credit to his or her 401(k) Restoration Account under
Section 5.2; provided , however , that, subject
to Section 4.1(c), an Employee who has had a Deferral
Commitment in effect for a prior Plan Year shall continue to be
eligible to make a Deferral Commitment, and receive a credit to his
or her 401(k) Restoration Account, for a Plan Year even if he or
she is employed at a position below the level of a
Director.
4.3 Profit Sharing Restoration
Credits . An Employee shall be eligible to receive a credit of
an amount to his or her Profit Sharing Restoration Account for a
Plan Year pursuant to Section 5.3 if he or she is employed by
the Company or an Affiliate on the last day of such Plan
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Year at the level of Director or above or if he
or she terminates employment during such Plan Year due to death or
Retirement; provided , however , that, subject to
Section 4.1(c), an Employee who was a Participant of the Plan
for any prior Plan Year shall continue to be eligible to have an
amount credited to his or her Profit Sharing Restoration Account
for a Plan Year even if he or she is employed at a position below
the level of a Director.
4.4 Eligibility Limited to
Management or Highly Compensated Employees . Notwithstanding
anything contained herein to the contrary, the Committee may refuse
acceptance of an Employee’s Deferral Commitment for a Plan
Year (before such Deferral Commitment becomes effective for such
Plan Year), and may prohibit amounts from being credited to an
Employee’s 401(k) Restoration Account and Profit Sharing
Restoration Account for a Plan Year, if the Committee, in its sole
discretion, determines that such Employee is not among a select
group of management or highly compensated employees of the Company
or its Affiliates, within the meaning of the Employee Retirement
Income Security Act of 1974, as amended (“ ERISA
”).
ARTICLE 5
CREDITS
5.1 Deferral Commitment
Credits .
(a) An Eligible Employee under
Section 4.1(a) may elect to make a Deferral Commitment for a
Plan Year by submitting an Enrollment Agreement to the Company
during a period of time designated by the Committee that ends no
later than the beginning of such Plan Year; provided ,
however , that with respect to any “performance-based
compensation” (within the meaning of Section 409A(a)(4)
of the Code) based on services performed over a period of at least
12 months, an Eligible Employee may make a Deferral Commitment by
submitting an Enrollment Agreement to the Company with respect to
such compensation no later than six (6) months before the end
of such period. Notwithstanding the foregoing, an Employee who is
an Eligible Employee upon his or her commencement of employment
with the Company or an
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Affiliate may commence participation by
submitting an Enrollment Agreement to the Company within thirty
(30) days after the date of such commencement of employment.
An Employee who becomes an Eligible Employee after his or her
commencement of employment with the Company or an Affiliate (e.g.,
due to a promotion) may commence participation effective the
beginning of the next Plan Year. An Enrollment Agreement shall
specify the percentages of Base Salary and/or Bonus that an
Eligible Employee elects to have reduced, and shall provide such
other information as the Committee shall require. An Eligible
Employee may elect in an Enrollment Agreement to establish a
Deferral Commitment for a Plan Year to defer Base Salary or Bonus,
as follows:
(i) An Eligible Employee may elect
to defer a portion of his or her Base Salary for the Plan Year. The
amount to be deferred shall be stated as a whole number percentage
of Base Salary that is neither less than ten percent (10%) nor
more than eighty-five percent (85%) of Base Salary.
(ii) An Eligible Employee may elect
to defer a portion of any Bonus amounts to be paid to such Eligible
Employee by the Company or an Affiliate for Services during the
Plan Year. The amount to be deferred shall be stated as either
(i) a whole number percentage of such bonus or (ii) a
whole number percentage of such Bonus above a specified dollar
amount; provided that the percentage is not less than ten percent
(10%) nor more than eighty-five percent (85%). Except as
provided above, bonus deferrals will begin with Bonuses earned for
Services performed during the Plan Year following submission of an
Enrollment Agreement to the Company, unless otherwise permitted by
the Committee.
(iii) An Eligible Employee may
designate a separate Deferral Commitment percentage for a Plan Year
to be applied solely to his or her “Net Compensation”
to the extent such Net Compensation exceeds the Applicable
Section 401(a)(17) Limit for such Plan Year (such election to
be referred to as an “Excess Section 401(a)(17) Limit
Deferral Election”). An Eligible Employee’s “Net
Compensation” for a
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Plan Year shall mean his or her
compensation for the Plan Year that is taken into account under the
Tax-Qualified Plan for purposes of determining Pre-Tax
Contributions, reduced by the amount of his her deferrals for the
Plan Year made pursuant to Section 5.1(a)(i) or
(ii) above. The amount to be deferred pursuant to an Excess
Section 401(a)(17) Limit Deferral Election shall be stated as
a whole number percentage of no more than six percent
(6%).
(b) The amount by which Base Salary
and/or Bonus is reduced pursuant to this Section 5.1 for a
Plan Year shall be credited by the Company to a Participant’s
Deferral Commitment Account on the dates that such Base Salary
and/or Bonus would otherwise have been paid.
(c) Subject to Section 4.1,
elected amounts of Base Salary and/or Bonus shall continue to be
deferred year after year under a Deferral Commitment until the
Participant files a subsequent Enrollment Agreement changing the
percentage of, or stopping, such Deferral Commitment or the
Deferral Commitment terminates under
Section 5.1(d).
(d) Except as provided in Article 9,
changes made by a subsequent Enrollment Agreement shall become
effective beginning with the next Plan Year following the date such
Enrollment Agreement is submitted to the Company. A subsequent
Enrollment Agreement shall not apply to any deferrals which
represent payments for Services performed prior to the beginning of
the first Plan Year to which such Enrollment Agreement applies, but
otherwise shall apply to all future deferrals covered by the
Deferral Commitment.
(e) A Participant’s deferrals
of Base Salary and/or Bonus pursuant to a Deferral Commitment shall
terminate upon the Participant’s termination of Service;
provided , however , that such Deferral Commitment
shall remain effective with respect to any Base Salary and/or Bonus
amounts earned through the date of his or her termination of
Service.
(f) The Committee may further limit
any minimum or maximum amount deferred by any Eligible Employee or
group of an Eligible Employees, or waive any minimum and maximum
limits for any an Eligible Employee or group of an Eligible
Employees, for any reason.
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(g) Except as provided above and
this Section 5.1(g), Deferral Commitments shall be
irrevocable. The Committee may permit a Participant to cancel a
Deferral Commitment for the remainder of the Deferral Commitment,
upon a finding that the Participant has suffered an unforeseeable
financial emergency as provided for in Article 9.
5.2 401(k) Restoration
Amounts . For each Plan Year, the Company shall make credits to
the 401(k) Restoration Account of each Eligible Employee under
Section 4.1(a) in an amount equal to the sum of (i) three
percent (3%) of the deferrals for such Plan Year made by such
Eligible Employee pursuant to Section 5.1(a)(i) and
(ii) of the Plan, plus (ii) if the Eligible Employee
makes an Excess Section 401(a)(17) Limit Deferral Election for
the Plan Year pursuant to Section 5.1(a)(iii), an amount equal
to fifty percent (50%) of the amounts deferred pursuant to
such Excess Section 401(a)(17) Limit Deferral Election.
Amounts to be credited to an Eligible Employee’s 401(k)
Restoration Account pursuant to this Section 5.2 shall be
credited on or about the time that the Company’s matching
contributions would have been credited under the Tax-Qualified Plan
had his or her deferrals under this Plan been eligible for matching
contributions under the Tax-Qualified Plan and/or if the
Tax-Qualified Plan had not been subject to the Applicable
Section 401(a)(17) Limit.
A Participant’s interest in
any amount credited to his or her 401(k) Restoration Account under
this Section 5.2 and earnings thereon shall be vested as
provided in Section 6.10. Earnings will be credited on the
amount credited to a Participant’s 401(k) Restoration Account
in accordance with the provisions of Sections 6.2, 6.4 and 6.5 at
such times and in such manner as the Committee may
determine.
5.3 Profit Sharing Restoration
Amounts . For each Plan Year, the Company shall credit amounts
in accordance with the formula below to the Profit Sharing
Restoration Account of each Employee who is an Eligible Employee
for such Plan Year under Section 4.1(b). The amount credited
to any such Eligible Employee’s Profit Sharing Restoration
Account for each Plan Year shall be equal to the excess of
(i) the amount that would have been contributed under the
Tax-Qualified Plan for the Plan Year had no limitations imposed by
the Code been applicable
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(including the Applicable
Section 401(a)(17) Limit) and had the Eligible
Employee’s covered “Compensation” (as defined by
the Tax-Qualified Plan for purposes of determining allocations of
Profit Sharing Contributions) included any deferrals made under
Section 5.1 of this Plan by the Eligible Employee for such
Plan Year, over (ii) the amount actually contributed by the
Company under the Tax-Qualified Plan as the Company’s Profit
Sharing Contribution for the Plan Year. Such amounts shall be
credited to a Participant’s Profit Sharing Restoration
Account no later than the end of the quarter following the time the
Company’s Profit Sharing Contributions are credited under the
Tax-Qualified Plan.
A Participant’s interest in
any amount credited to his or her Profit Sharing Restoration
Account under this Section 5.3 and earnings thereon shall be
vested as provided in Section 6.9. Earnings will be credited
on the amount credited to a Participant’s Profit Sharing
Restoration Account in accordance with the provisions of Sections
6.2, 6.4 and 6.5 at such times and in such manner as the Committee
may determine.
ARTICLE 6
ACCOUNTS
6.1 Accounts . For
record-keeping purposes, each Participant shall have one or more of
the following Accounts under the Plan, as applicable:
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(a)
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a Deferral
Commitment Account;
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(b)
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a 401(k)
Restoration Account; and
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(c)
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a Profit
Sharing Restoration Account.
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6.2 Earnings on Accounts .
Except as provided in Section 6.5, a Participant’s
Accounts shall be credited with earnings in accordance with the
Earnings Crediting Options elected by the Participant from time to
time on an Investment Election Form. Participants may allocate
their Accounts among the Earnings Crediting Options available under
the Plan only in whole percentages for any Earnings Crediting
Option. The gross rate of return, positive or negative, credited
under each Earnings Crediting Option is based upon the actual
performance of
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the corresponding investment fund or shares of
stock which the Company may designate from time to time, and shall
equal the total return of such investment fund or shares of stock
net of asset based charges, including, without limitation, money
management fees and fund expenses. Notwithstanding anything
contained herein to the contrary, a Participant may not allocate
more than fifty percent (50%) of any deferrals to an
investment in Company common stock. If a Participant does not
designate an Earnings Crediting Option for an Account, the Account
shall be credited with interest or earnings in accordance with
Section 6.5.
The Company by action of the
Committee reserves the right, on a prospective basis, to add or
delete Earnings Crediting Options, or to disregard a
Participant’s investment allocations and credit the
Participant’s Account with a fixed rate of interest
determined in the Committee’s sole discretion;
provided , however , that any such change in the
Earnings Crediting Options available under the Plan, including the
crediting by the Company of a fixed rate of interest in place of a
Participant’s investment allocations, shall only affect the
rate at which earnings will be credited to a Participant’s
Account in the future, and will not affect the existing value of a
Participant’s Account, including any earnings credited under
the Plan up to the date of such change.
6.3 Earnings Crediting
Options . Except as otherwise provided pursuant to
Section 6.2, the Earning Crediting Options available under the
Plan shall consist of the options selected by the Committee, in its
sole discretion. Notwithstanding that the gross rates of return
credited to Participants’ Accounts under the Earnings
Crediting Options are based upon the actual performance of the
investment funds as the Committee may designate, the Company shall
not be obligated to invest any Base Salary and/or Bonus deferred by
Participants under this Plan, or any other amounts, in such
investment funds.
6.4 Changes in Earnings Crediting
Options . Subject to such administrative procedures as the
Committee shall prescribe, a Participant may change the Earnings
Crediting Options for his or her Accounts as frequently as the
Committee may permit by filing a new Investment Election Form with
the Committee or its designated representatives. Any
such
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changes made by a Participant will apply to the
allocation of the Participant’s existing Account balances
and/or to new deferrals under the Plan, as elected by the
Participant. Subject to such administrative procedures as the
Committee shall prescribe, any changes set forth in a new
Investment Election Form that is filed with the Committee or its
designated representatives shall be effective in accordance with
administrative practices established or approved by the Committee.
Any changes in election of Earnings Crediting Options must be in
whole percentages.
Notwithstanding any other provision
in this Plan, if a Participant is or may be subject to
Section 16 of the Securities Exchange Act of 1934 (the
“Act”) and Rule 16b-3, such Participant may change his
or her Earnings Crediting Options into or out of Company common
stock only if the Committee, in its sole discretion, finds that
such Participant’s change of Earnings Crediting Options into
or out of Company common stock is entitled to the exemption
benefits of Rule 16b-3(f) or other exemptive rules under
Section 16 of the Act. In addition, whenever the Company has
imposed a moratorium on trading in Company common stock, such
moratorium shall apply to the changing of Earning
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