CHURCH & DWIGHT CO INC /DE/
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.htm
<DESCRIPTION>CHANGE IN CONTROL AND SEVERANCE AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Change in Control and Severance Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.1 </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>CHANGE IN CONTROL AND SEVERANCE AGREEMENT </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as
of March&nbsp;31, 2006 (this &#147;<U>Agreement</U>&#148;), is made by and between Church&nbsp;&amp; Dwight Co., Inc, a Delaware corporation (the &#147;<U>Company</U>&#148;), and James R. Craigie (the &#147;<U>Executive</U>&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key executive management
personnel; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Board of Directors of the Company (the &#147;<U>Board</U>&#148;) recognizes that the possibility of a Change
in Control (as defined in Section&nbsp;1.3 below) of the Company exists from time to time and that such possibility, and the uncertainty, instability and questions that it may raise for and among key executive management personnel, may result in the
premature departure or significant distraction of such management personnel to the material detriment of the Company and its shareholders; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">WHEREAS, the Board has determined that protection of the Executive&#146;s earned benefits, compensation and severance payments are the most efficient means to eliminate any such conflict in regards to the Executive; and </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive intending to be legally bound do
hereby agree as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">1. <B>Definitions.</B> For purposes of this Agreement, the following terms shall have the meanings set forth below: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.1. &#147;<U>Affiliate</U>&#148; shall mean, other than the Company, (i)&nbsp;any corporation in an unbroken chain of corporations beginning with the
Company, which owns stock possessing fifty percent (50%)&nbsp;or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; (ii)&nbsp;any corporation, trade or business (including, without
limitation, a partnership or limited liability company) which is controlled fifty percent (50%)&nbsp;or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or
(iii)&nbsp;any other entity, approved by the Board as an Affiliate, in which the Company or any of its Affiliates has a material equity interest. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">1.2. <B>&#147;</B><U>Annual Base Salar<I></I>y</U><B>&#148;</B> shall mean the Executive&#146;s rate of regular base annual compensation prior to any reduction under (i)&nbsp;a salary reduction agreement pursuant to Section&nbsp;401(k) or
Section&nbsp;125 of the Code or (ii)&nbsp;any other plan or arrangement deferring any base salary, and shall not include (without limitation) cost of living allowances, fees, retainers, reimbursements, bonuses, incentive awards, prizes or similar
payments. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.3. <B>&#147;</B><U>Cause</U><B></B><B>&#148;</B> shall mean Executive&#146;s dishonesty, fraud, insubordination, willful
misconduct or refusal to attempt to perform services (for any reason other than illness or incapacity), as determined by the Board in its sole discretion. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.4. &#147;<U>Change in Control</U>&#148; shall be deemed to have occurred if: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.4.1. any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than fifty
percent (50%)&nbsp;of the total number of votes that may be cast for the election of directors of the Company; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.4.2. the stockholders of
the Company shall consummate any merger or other business combination of the Company, sale of all or substantially all of the Company&#146;s assets or combination of the foregoing transactions (a &#147;<U>Transaction</U>&#148;), other than a
Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the
resulting entity; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.4.3. within any twenty-four (24)&nbsp;month period beginning on or after the date hereof, the persons who were
directors of the Company immediately before the beginning of such period (the &#147;<U>Incumbent Directors</U>&#148;) shall cease (for any reason other than death) to constitute at least a majority of the Board (or the board of directors of any
successor to the Company); provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election contest of the
type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.5. &#147;<U>Code</U>&#148; shall mean
Internal Revenue Code of 1986, as amended. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.6. <B>&#147;</B><U>Common Stock</U><B></B><B>&#148;</B> shall mean the common stock of the
Company, par value $1.00. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.7. &#147;<U>Exchange Act</U>&#148; shall mean the Securities Exchange Act of 1934, as amended. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.8. <B>&#147;</B><U>Good Reason</U><B></B><B>&#148;</B> shall mean and shall be deemed to exist if, without the prior express written consent of the
Executive, (i)&nbsp;the Executive suffers a demotion in his title or position as it existed on the date of this Agreement; (ii)&nbsp;the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with
his titles and positions; (iii)&nbsp;the Executive&#146;s target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are decreased by the Company; (iv)&nbsp;the Company fails to obtain assumption of this
Agreement by an acquiror; or (v)&nbsp;the Executive&#146;s primary office location is moved to a location more than 50 miles from its location as of the date hereof. For purposes of this Agreement, any action or inaction shall constitute Good Reason
only for the 90 day period from the date on which such action or inaction first occurred. The Executive&#146;s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good
Reason hereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.9. &#147;<U>Person</U>&#148; shall have the meaning ascribed thereto in Section&nbsp;3(a)(9) of the Exchange Act, as
modified, applied and used in Sections 13(d) and 14(d) thereof; <U>provided</U>, <U>however</U>, a Person shall not include (i)&nbsp;the Company or any Subsidiaries, (ii)&nbsp;a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">subsidiaries (in its capacity as such), (iii)&nbsp;an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv)&nbsp;a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of stock of the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1.10. &#147;<U>Subsidiary</U>&#148; shall mean any subsidiary corporation of the Company within the meaning of Section&nbsp;424(f) of the Code
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">2. <B>Severance Payments</B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2.1. <B>Change
in Control Severance.</B> Upon the termination of the Executive&#146;s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a &#147;<U>CIC Termination</U>&#148;), and
upon execution of a general release in favor of the Company and substantially in the form attached hereto as Exhibit A (the &#147;<U>Release</U>&#148;) and expiration of any revocation period applicable to the release, the Executive shall be
entitled to the payments and benefits set forth in this Section&nbsp;2.1 and in Section&nbsp;2.3. In addition, a CIC Termination shall result if the Executive&#146;s employment is terminated prior to a Change in Control and (a)&nbsp;the Executive
reasonably demonstrates that the Executive&#146;s employment was terminated without Cause prior to a Change in Control (1)&nbsp;at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a
Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2)&nbsp;otherwise in connection with or in anticipation of a Change in Control, or (b)&nbsp;the Executive terminates his employment for Good
Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1)&nbsp;at the request of such Person or (2)&nbsp;otherwise in connection with or in
anticipation of a Change in Control.<B> </B> </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.1.1. A payment equal to three times the sum of (a)&nbsp;the Executive&#146;s Annual Base
Salary and (b)&nbsp;the Executive&#146;s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six months following the Executive&#146;s CIC Termination. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.1.2. A lump sum payment equal to the Executive&#146;s target bonus payment under the Company&#146;s management incentive plan times a fraction, the
numerator of which is the number of days that have elapsed in the year of the Executive&#146;s CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive&#146;s CIC
Termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2.2. <B>Non-Change in Control Severance.</B> Upon the termination of the Executive&#146;s employment by the Company without
Cause or by the Executive for Good Reason at any time other than those prescribed in Section&nbsp;2.1 (a &#147;Non-CIC Termination&#148;), and upon execution of a Release and expiration of any revocation period applicable to the Release, the
Executive shall be entitled to the payments and benefits set forth in this Section&nbsp;2.2 and in Section&nbsp;2.3. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.2.1. An amount
equal to two times the Executive&#146;s Annual Base Salary. This amount shall be paid 50% on the date that is six months following the Executive&#146;s Non-CIC Termination, and the remaining 50% shall be paid in six substantially equal monthly
installments. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.2.2. A lump sum payment equal to the Executive&#146;s target bonus payment under the Company&#146;s
Management Incentive Plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive&#146;s Non-CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is
six months after the Executive&#146;s Non-CIC Termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2.3. <B>Additional Severance.</B> In addition to the payments provided for in
Section&nbsp;2.1 and 2.2, upon a CIC Termination or Non-CIC Termination, the following additional provisions shall apply:<B> </B> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.3.1.
<B>Group Medical Coverage. </B>For a thirty-six (36)&nbsp;month period after the Executive&#146;s CIC Termination or a twenty-four (24)&nbsp;month period after the Executive&#146;s Non-CIC Termination, as applicable, Executive may elect to continue,
under the terms prevailing from time to time, group medical and dental coverage for himself and his covered dependents. If Executive elects such coverage, Executive&#146;s share of any group medical and dental premiums will be at the then-prevailing
active employee rate. Failure to pay the premium will result in loss of the coverage. Executive agrees and understands that his rights under Code Section&nbsp;4980B which sets forth certain COBRA continuation coverage requirements will run
concurrently with the period of coverage under this Section&nbsp;2.3.1. Following the period of coverage under this Section&nbsp;2.3.1, Executive may continue medical and dental coverage for any remaining COBRA period only by electing COBRA coverage
and paying the applicable premiums under COBRA. Medical benefits otherwise receivable by the Executive pursuant to this Section&nbsp;2.3.1 shall be reduced to the extent the Executive obtains comparable coverage under another employer&#146;s plan
during the 36-month or 24-month period, as applicable following the Executive&#146;s termination. The Executive agrees to immediately report such other coverages to the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.3.2. <B>Group Life Insurance Coverage. </B>For a thirty-six twelve (36)&nbsp;month period after the Executive&#146;s CIC Termination or a twenty-four
(24)&nbsp;month period after the Executive&#146;s Non-CIC Termination, as applicable, the Company shall continue Executive&#146;s basic life insurance coverage. Executive will be entitled to the life insurance conversion rights required by
applicable law. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.3.3. <B>Outplacement</B>. The Executive shall be entitled to the outplacement assistance set forth in the Company&#146;s
executive-level corporate outplacement program. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.3.4. <B>Vacation. </B>Executive will receive payment for any granted and unused vacation
upon termination in accordance with the Company&#146;s policy and applicable law. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.3.5. <B>Other Benefits. </B>Any supplemental, spouse
or child life insurance, accidental death and dismemberment and disability insurance will terminate on the Executive&#146;s date of termination in accordance with the terms of the applicable welfare benefit plan. Qualified retirement plan and
savings plan benefits will be subject to the terms of the applicable plan. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2.3.6. <B>Equity Compensation; Nonqualified Deferred Compensation</B>. All awards of equity compensation
and any non-qualified deferred compensation earned by the Executive shall be subject to the provisions of the applicable equity compensation plan, equity award agreement and/or the applicable non-qualified deferred compensation plan. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">3. <B>Special Tax Reimbursement</B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3.1. If the Executive
is liable for the payment of any excise tax (the &#147;<U>Basic Excise Tax</U>&#148;) pursuant to Section&nbsp;4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under
this Agreement or otherwise, including, without limitation the acceleration of vesting of any equity compensation awarded to the Executive, the Company shall pay the Executive an amount (the &#147;<U>Special Tax Reimbursement</U>&#148;) which, after
payment to the Executive (or on the Executive&#146;s behalf) of any federal, state and local income and employment taxes, including, without limitation, any further excise tax under Section&nbsp;4999 of the Code, with respect to or resulting from
the Special Tax Reimbursement, equals the net amount of the Basic Excise Tax. The Special Tax Reimbursement shall be paid as soon as practicable after the amount is determined and reviewed for accuracy by the Company&#146;s certified public
accountants. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">4. <B>Restrictive Covenants.</B> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">4.1. <B>Non-Competition</B>. During the Executive&#146;s employment and if the Executive&#146;s employment with the Company terminates, for a period of three years following a CIC Termination and for a period of two years following a
Voluntary Termination (as defined below), the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing
Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any
other capacity, if on the effective date of termination of the Executive&#146;s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a)&nbsp;compete with any product or
products sold by the Company or any Affiliate thereof (or to the Executive&#146;s knowledge are planned for sale or distribution by the Company or its Affiliates within six (6)&nbsp;months following the effective date of Executive&#146;s termination
of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or where the Executive would perform substantially similar employment functions to those performed at the Company, and
(b)&nbsp;represent, individually or in the aggregate, twenty (20%)&nbsp;percent or more of such Competing Entity&#146;s annual gross revenues; <U>provided</U>, <U>however</U>, that the Executive&#146;s ownership of not more than 2% of the stock of
any publicly-traded corporation shall not be a violation of this Section&nbsp;4.1. As used herein, &#147;Competing Entity&#148; means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes
products that are competitive with any products developed, manufactured, sold and/or distributed by the Company and any of its Affiliates, and &#147;Voluntary Termination&#148; means the Executive&#146;s termination of his employment with the
Company for any reason other than for Good Reason, death or disability (as defined under the Company&#146;s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can
be gainfully employed in noncompetitive employment and that </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">the agreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth
in this Section&nbsp;4.1 shall survive the termination of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.2. <B>Non-Solicitation</B>. If the Executive&#146;s employment
with the Company terminates due to a CIC Termination, a Non-CIC Termination, or a Voluntary Termination, for a period of three years following a CIC Termination and two years following a Non-CIC Termination or Voluntary Termination, the Executive
shall not (except on the Company&#146;s behalf), directly or indirectly, on his own behalf or on behalf of any other person, firm, partnership, corporation or other entity, (A)&nbsp;solicit or service the business of any of the Company&#146;s
clients, any of the Company&#146;s former clients which were clients within twelve months prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company at the time of the termination
of his employment or (B)&nbsp;attempt to cause or induce any employee of the Company to leave the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.3. <B>Non-Disparagement.</B>
Executive agrees to refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Company or any of its officers, directors, employees, agents, representatives, affiliates, products or
services. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.4. <B>Company Property; Confidentiality. </B>Upon the Executive&#146;s termination of employment for any reason, the Executive
shall return to the Company all documents, manuals, computers, computer programs, diskettes, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof, relating in any way to the Company&#146;s business
and prepared by the Executive or obtained by the Executive from the Company, its Affiliates, customers or its suppliers during the course of the Executive&#146;s employment with the Company. Executive agrees to comply with the Company&#146;s
confidentiality and non-disclosure policies and agreements with the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.5. <B>Acknowledgements. </B>The Executive acknowledges and
agrees that the restrictions set forth in this Section&nbsp;4: (a)&nbsp;are critical and necessary to protect the Company&#146;s legitimate business interests (including, without limitation, the protection of its confidential or proprietary
information, its good will, and its relationship with its customers, clients, employees, and consultants); (b)&nbsp;are reasonably drawn to this end with respect to duration, scope and otherwise; (c)&nbsp;are not unduly burdensome or injurious to
the public interest; and (d)&nbsp;are supported by adequate consideration. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.6. <B>Injunctive Relief</B>. The Executive acknowledges and
agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section&nbsp;4.1, 4.2, 4.3 or 4.4. The Executive agrees that the Company shall be
entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such Sections, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may
have. The Executive further agrees that the Executive shall not, in any equity proceeding relating to the enforcement of the terms of such Sections, raise the defense that the Company has an adequate remedy at law. The Executive acknowledges and
agrees that the restricted periods set forth above in Sections 4.1 and 4.2 shall be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4.7. <B>Special Severability</B>. The terms and provisions of this Article 4 are intended to be separate
and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of
the parties to this Agreement that the potential restrictions on the Executive&#146;s future employment imposed by this Article 4 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent
jurisdiction shall find any provisions of this Article 4 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent
allowed under applicable law in such jurisdiction. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">5. <B>Entire Agreement; Complete Obligation</B>. Except as otherwise specified in the last sentence of
this Section&nbsp;5, this Agreement contains the entire understanding of the parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect
to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Following an Executive&#146;s CIC Termination or Non-CIC
Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit
plan. With respect to a CIC Termination, Non-CIC Termination or Voluntary Termination (but only with respect to Article 4 in the case of a Voluntary Termination), this Agreement supersedes and replaces only the corresponding severance,
non-competition and/or termination provisions contained in any employment contract or other agreement that the Executive has entered into with the Company prior to the date hereof, and all remaining provisions of any such agreement shall remain in
full force and effect. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">6. <B>Notice of Termination.</B> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">6.1. Any purported CIC Termination or Non-CIC Termination shall be communicated by written &#147;Notice of Termination&#148; from one party hereto to the other party hereto in accordance with Section&nbsp;8.4 hereof.
For purposes of this Agreement, a &#147;Notice of Termination&#148; shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive&#146;s employment with the Company under the provision so indicated. For purposes of this Agreement, any purported termination not effected in accordance with this Section&nbsp;6 shall not
be considered effective. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6.2. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the
affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice
of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in
detail. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">7 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6.3. A Notice of Termination by the Executive for &#147;Good Reason&#148; is required to set forth the
provision of this Agreement that the Executive believes constitutes &#147;Good Reason&#148; and specifies the particulars thereof in detail. The Company shall have 30 days after the Notice of Termination is provided to remedy the circumstances that
allegedly give rise to &#147;Good Reason.&#148; If the Company rectifies the circumstances that have given rise to &#147;Good Reason,&#148; within 30 days, the Executive&#146;s Notice of Termination shall not be effective and shall be null and void
from its inception. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">7. <B>Successors; Binding Agreement.</B> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">7.1. <B>Successors.</B> This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of
its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">7.2. <B>Binding Agreement.</B> This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. If the Executive shall die while any amount would still be
payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the beneficiary (or beneficiaries) designated by the Executive from time to time in accordance with the procedures for notice set out in Section&nbsp;8.4; <U>provided</U>, <U>however</U>, that if there shall be no
effective designation of beneficiary by the Executive, such amounts shall be paid to the executors, personal representatives or administrators of the Executive&#146;s estate. This Agreement shall inure to the benefit of and be enforceable by the
Executive&#146;s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">8.
<B>Miscellaneous</B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.1. <B>Applicable Law</B>. This Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the state and federal courts located nearest to Princeton, New
Jersey with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive agrees to be served by the Company with judicial process via registered or certified mail. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.2. <B>Amendments</B>. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.3. <B>Mutual Intent</B>. Both parties participated in the drafting of the Agreement, and the language
used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is
determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.4. <B>Notices</B>. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other parties or by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows: </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="80%" BORDER="0" ALIGN="center">

<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD WIDTH="83%"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">To&nbsp;the&nbsp;Executive:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">James R. Craigie</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">469 N. Harrison St.</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Princeton, NJ 08543</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">To the Company:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Jacquelin J. Brova</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Vice President, Human Resources</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Church &amp; Dwight Co., Inc.</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">469 N. Harrison Street</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Princeton, NJ 08543</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">or to such other address as any party shall have furnished to the others in writing in accordance herewith.
Notices and communications shall be effective when actually received by the addressee. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.5. <B>Withholding</B>. The Company may withhold
from any amounts payable under this Agreement such federal, state or local income taxes to the extent the same required to be withheld pursuant to any applicable law or regulation. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.6. <B>Severability</B>. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.7. <B>Captions</B>. The captions of this Agreement are not part of the provisions hereof and shall
have no force or effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.8. <B>Counterparts. </B>This Agreement may be executed in one or more counterparts each of which shall be
deemed an original instrument, but all of which together shall constitute but one and the same Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.9.
<B>Beneficiaries/References</B>. The beneficiary or beneficiaries designated by the Executive to receive any compensation or benefit payable hereunder following the Executive&#146;s death shall be those set forth from time to time by the Executive
on the beneficiary designation form for the Company&#146;s Deferred Compensation Plan. In the event of the Executive&#146;s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where
appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8.10. <B>Survivorship</B>. The respective rights and obligations of the parties hereunder shall survive
any termination of this Agreement or the Executive&#146;s termination of employment for any reason to the extent necessary to the intended provision of such rights and the intended performance of such obligations. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>IN WITNESS WHEREOF</B>, the Executive has hereunto set the Executive&#146;s hand and the Company has caused this Agreement to be executed in its name
on its behalf, all as of the day and year first above written. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">CHURCH &amp; DWIGHT CO., INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2"><I>/s/ James R. Craigie</I></FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">James R. Craigie</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Chief Executive Officer</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">Date: March 31, 2006</FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><U>EXHIBIT A</U> </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>RELEASE AND WAIVER </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">In consideration of the payments and benefits provided for under the Change in Control and
Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby
agrees as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. Executive hereby agrees on behalf of himself, Executive&#146;s agents, assignees, attorneys, spouse, successors,
assigns, heirs and executors, to fully and completely forever release the Company, its Board of Directors, all the Company benefit plans, all the Company benefit committees, and all of its and their respective predecessors and successors, past
and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers, and fiduciaries in their individual and/or representative capacities (hereinafter
collectively referred to as the &#147;Company Releasees&#148;), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or Executive&#146;s heirs, executors, administrators, successors and/or assigns ever had, now
have or may claim to have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever, whenever arising from
the beginning of time up until the date of Executive&#146;s signature on this Release (such released claims are collectively referred to herein as the &#147;Released Claims&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. Notwithstanding the generality of Section&nbsp;1 above, the Released Claims include, without limitation, and only by way of example: (i)&nbsp;any and
all claims arising from or relating to Executive&#146;s employment with any of the Company Releasees, or the termination thereof; (ii)&nbsp;any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act
of 1967 (&#147;ADEA&#148;), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993,
the New Jersey Law Against Discrimination, N.J. Stat. &#167; 10:5-1 et seq. (&#147;NJLAD&#148;), the Conscientious Employee Protection Act, N.J. Stat. Ann. &#167; 34:19-1 et seq. (&#147;CEPA&#148;), and any and all other federal, state or local
laws, statutes, rules and regulations pertaining to employment or otherwise; (iii)&nbsp;any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, and (iv)&nbsp;any other claims under any statute,
rule or regulation or under the common law, including compensatory damages, punitive damages, attorney&#146;s fees, costs, expenses and all claims for any other type of damage or relief. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. Executive agrees that he will not institute (either individually, with others, or as part of a class), join, or otherwise accept any relief in
connection with any lawsuit, in any forum, pleading, raising or asserting any Released Claims against any of the Company Releasees. If Executive breaches this promise, then Executive will reimburse each of the Company Releasees that Executive sues
for its reasonable attorneys&#146; fees and costs incurred in defending against such </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">11 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">Released Claims. The reimbursement provision governing attorneys&#146; fees and costs set forth in the immediately preceding sentence shall not apply to any
claims brought under the ADEA challenging the validity of the above Release. Executive acknowledges, however, that the above Release applies to all claims he may have under the ADEA, and that, unless the Release is held to be invalid, all of his
claims under the ADEA shall be extinguished. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. Executive is hereby advised to consult with an attorney before executing this Release.
Executive represents that he has read carefully and fully understands the terms of this Release. Executive acknowledges that Executive is signing this Release voluntarily and knowingly and that Executive has not relied on any representations,
promises or agreements of any kind made to Executive in connection with Executive&#146;s decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that Executive has been given at least
twenty-one (21)&nbsp;days to consider whether Executive wants to sign this Release. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. Executive acknowledges that the Age Discrimination
in Employment Act gives Executive the right to revoke this Release within seven (7)&nbsp;days after it is signed by Executive. Executive further acknowledges and understands that Executive will not receive any payments or benefits due Executive
under the Change in Control and Severance Agreement before the seven (7)&nbsp;day revocation period under the Age Discrimination in Employment Act (the &#147;Revocation Period&#148;) has passed and then, only if Executive has not revoked this
Release. To the extent Executive has executed this Release within less than twenty-one (21)&nbsp;days after its delivery to Executive, Executive hereby acknowledges that Executive&#146;s decision to execute this Release prior to the expiration of
such twenty-one (21)&nbsp;day period was entirely voluntary. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>IN WITNESS WHEREOF</B>, Executive has hereunto set his hand as of the day
and year set forth below. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2"><I>/s/ James R. Craigie</I></FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">James R. Craigie</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Chief Executive Officer</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">Date: March 31, 2006</FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">12 </FONT></P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
