MERISANT WORLDWIDE, INC. 2005 SHARE APPRECIATION PLAN

employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (b) of this Section 1.5; provided further, that for purposes of clause (B), if any Person or group of Persons (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the Beneficial Owner of more than 50 percent of the Outstanding Common Stock or of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person or group of Persons shall, after such acquisition by the Company, become the Beneficial Owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such Beneficial Ownership is publicly announced, such additional Beneficial Ownership shall constitute a Change in Control;

(b) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “ Corporate Transaction ”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the Beneficial Owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will Beneficially Own, directly or indirectly, more than 50 percent of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person or group of Persons (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, the corporation resulting from such Corporate Transaction, or any Person that Beneficially Owned, immediately prior to such Corporate Transaction, directly or indirectly, more than 50 percent of the Outstanding Common Stock or of the Outstanding Voting Securities, as the case may be) will Beneficially Own, directly or indirectly, more than 50 percent of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(c) consummation of a plan of complete liquidation or dissolution of the Company.

1.7                                  “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, including applicable regulations promulgated thereunder.

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1.8                                  “ Committee ” shall mean (i) the Board or (ii) a committee or subcommittee of the Board appointed by the Board from among its members.  The Committee may be the Board’s Compensation Committee or such committee that performs the functions generally associated with those functions performed by the compensation committees of publicly traded corporations.

1.9                                  “ Common Stock ” shall mean the common stock, $.01 par value per share, of the Company.

1.10                            “ Company ” shall mean Merisant Worldwide, Inc., a Delaware corporation.

1.11                            “ Complementary Company ” shall mean any Person that owns or possesses intellectual property or other assets primarily used by the Company and its Subsidiaries in the Company’s tabletop sweetener business through licensing or other contractual arrangements.

1.12                            “ Distribution Date ” shall mean the Initial Distribution Date or a Subsequent Distribution Date, as applicable.

1.13                            “ Effective Date ” shall mean September 19, 2005.

1.14                            “ Employee ” shall mean an employee of the Company or any Subsidiary as described in Treasury Regulation Section 1.421-7(h).

1.15                            “ Equity Interest ” shall mean a share of stock, membership interest, partnership interest or other equity interest in a Complementary Company.

1.16                            “ Equity Value ” shall mean the following (as determined pursuant to Section 8.5):

(A + B - C) + (D + E - F), where:

 A =                       the aggregate proceeds received and to be received by the holders of capital stock of the Company on the Distribution Date and on each Distribution Date prior to such Distribution Date;

B =                               the amount of any Interim Distributions made after the Effective Date with respect to the shares of Common Stock;

C =           the Return Amount with respect to New Company Equity;

D =                           to the extent that all or substantially all of the assets or Equity Interests of the Complementary Company are conveyed, transferred or sold, including by way of merger, in connection with a Change of Control or in a related transaction or series of related transactions contemporaneous with a Change of Control, the aggregate proceeds received or to be received by holders of Equity Interests in

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exchange for their Equity Interests;

E =                                the amount of any Interim Distributions made after the Effective Date with respect to the Equity Interests, to the extent D is included in the calculation; and

F =                                the Return Amount with respect to Equity Interests, to the extent D is included in the calculation.

1.17                            “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, including applicable regulations promulgated thereunder.

1.18                            “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, including applicable regulations thereunder.

1.19                            “First Level Appreciation Award” shall mean an Appreciation Award to be paid under the Plan with respect to Equity Value on the Distribution Date that is less than or equal to $100,000,000.

1.20                            “Incumbent Board” shall mean those individuals who, as of September 19, 2005, constitute the Board; provided that any individual who becomes a director of the Company subsequent to September 19, 2005 whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board.

1.21                            “ Initial Distribution Date ” shall mean (a) the date on which Merisant Investors receive cash or marketable securities in exchange for at least 50% of their shares of Common Stock in a single transaction or a series of related transactions or in any transaction which is otherwise a Change in Control under paragraph (a) or (b) of the definition thereof.

1.22                            “Initial Participants” shall mean the Participants selected by the Committee and whom are granted Appreciation Awards during the 120-day period immediately following the Effective Date in accordance with Section 7 below.

1.23                            “ Interim Distribution ” shall mean any distribution or payment by the Company, a Complementary Company or any third party with respect to outstanding shares of Common Stock or Equity Interests, as applicable.

1.24                            “ Investors ” shall mean (a) the individuals and entities which are Merisant Investors and (b) the individuals and entities which are or may become holders of Equity Interests.

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1.25                            “ Merisant Investors ” shall mean the individuals and entities identified as “Shareholders” in the Shareholders Agreement dated as of March 17, 2000 by and among the Company, Tabletop Holdings, LLC, a Delaware limited liability company, the entities identified as “Mezzanine Investors” in Schedule I to such agreement and the individuals identified as “Purchasers” in Schedule I to such agreement.   The term Merisant Investors shall include any member of Tabletop Holdings, LLC and any Affiliate a Merisant Investor who acquires shares of Common Stock from a Merisant Investor.

1.26                            “New Company Equity” shall mean capital stock of the Company issued to any Person after the Effective Date.

1.27                            “Participant” shall mean any Employee or director of the Company or any Subsidiary to whom an Appreciation Award has been granted by the Committee under the Plan and, the case of an Employee, who is employed by the Company or any Subsidiary as of the date the Appreciation Award Vests in accordance with Section 8 or 9 below.

1.28                            “ Person ” shall mean any natural person or corporation, limited liability company, partnership or other entity.

1.29                            “Plan” shall mean the Merisant Worldwide, Inc. 2005 Share Appreciation Plan.

1.30                            “ Return Amount ” shall mean, with respect to Equity Interests, the amount of the aggregate equity investments in and contributions to the capital of a Complementary Company made by the Persons who are or have been holders of Equity Interests plus an amount equal to 12% compounded annual return on such investment measured with respect to such equity investment or contribution to the capital to the date as of which such return in paid.  With respect to New Company Equity, the term “Return Amount” means the amount of the aggregate equity investments in and contributions to the capital of the Company by any of the Merisant Investors after the Effective Date plus an amount equal to 12% compounded annual return on such investment measured with respect to such equity investment or contribution to the capital to the date as of which such return in paid.

1.31                            “SAR Plan” shall mean the Tabletop Holdings, Inc. Stock Appreciation Rights Plan, as the same may be amended or supplemented from time to time.

1.32                            “Second Level Appreciation Award” shall mean an Appreciation Award to be paid under the Plan with respect to Equity Value on the Distribution Date that is greater than $100,000,000 but less than or equal to $200,000,000.

1.33                            “ Share Unit ” shall mean a hypothetical share of Common Stock.  Share Units may include fractions of a Share Unit.

1.34                            “Subsequent Distribution Date” shall mean one or more dates after the Initial Distribution Date on which at least a substantial portion of the Merisant Investors receive cash or

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marketable securities in exchange for any of their shares of Common Stock in a transaction or series of related transactions.

1.35                            “Subsidiary” shall mean a corporation of which the Company directly or indirectly owns more than 50 percent of the Voting Stock or any other business entity in which the Company directly or indirectly has an ownership interest of more than 50 percent.

1.36                            “Third Level Appreciation Award” shall mean an Appreciation Award to be paid under the Plan with respect to Equity Value on the Distribution Date that is greater than $200,000,000.

1.37                            “ Total Common Stock ” shall mean 9,089,380 shares of Common Stock, as adjusted in accordance with Section 6.2 below.

1.38                            “Total Share Units” shall mean, with respect to First Level Appreciation Awards, 869,499 Share Units; with respect to Second Level Appreciation Awards, 1,111,026 Share Units; and, with respect to Third Level Appreciation Awards, 1,363,531 Share Units.

1.39                            “Treasury Regulation” shall mean the regulations promulgated under the Code by the United States Department of the Treasury, as amended from time to time.

1.40                            “Vest” shall mean that the Participant has an unrestricted right, title and interest to receive the compensation (whether payable in cash or stock or a combination of both) attributable to an Appreciation Award (or a portion of such Appreciation Award) or to otherwise enjoy the benefits underlying such Appreciation Award without a substantial ris