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CHURCH & DWIGHT CO., INC. EXECUTIVE DEFERRED COMPENSATION PLAN II

Executive Compensation Plan Agreement

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Church & Dwight Co, Inc

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Title: CHURCH & DWIGHT CO., INC. EXECUTIVE DEFERRED COMPENSATION PLAN II
Governing Law: New Jersey     Date: 2/24/2009
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

CHURCH & DWIGHT CO., INC. EXECUTIVE DEFERRED COMPENSATION PLAN II, Parties: church & dwight co  inc
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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:

 

 

(a)

a Deferral Commitment Account;

 

 

(b)

a 401(k) Restoration Account; and

 

 

(c)

a Profit Sharing Restoration Account.

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 Creditin


 
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