**Exhibit10.1**

**EMPLOYMENTAGREEMENT**

This EMPLOYMENTAGREEMENT dated as of April 5, 2007, is made by and between Merisant Company, aDelaware corporation (the “Company”), and Diana S. Ferguson (the “Executive”).

WHEREAS, theCompany desires to employ the Executive as Chief Financial Officer, ExecutiveVice President, Finance, of the Company, upon and subject to the terms andconditions set forth herein, and the Executive wishes to accept such employmentupon and subject to such terms and conditions; and

WHEREAS, it iscontemplated that the Executive will commence her employment with the Companyon April 16, 2007, or such other date as the parties may mutually agree (the “EffectiveDate”).

NOW, THEREFORE, inconsideration of the promises and mutual agreements contained herein, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged by both parties, the parties hereby agree as follows:

1.             Employment.

(a)           The Company hereby employs theExecutive and the Executive hereby accepts such employment upon and subject tothe terms and conditions of this Agreement from the Effective Date until thethird annual anniversary of the Effective Date, unless the Executive’semployment is earlier terminated pursuant to Section 4 (such period referred toas the “Initial Term”).  As of theconclusion of the Initial Term, the period of employment shall automatically beextended on the same terms and conditions as set forth in this Agreement forsuccessive one-year periods unless and until either: (i) a party gives theother party no less than sixty (60) calendar days’ advance written notice priorto the end of the Initial Term or any such one-year extension period that theparty will not further extend the Initial Term or such one-year extensionperiod (as applicable), or (ii) either party terminates the Executive’semployment in accordance with Section 4. The Initial Term and any and all extensions thereof (or partialextension in the event of an earlier termination pursuant to Section 4), ifany, shall be collectively referred to as the “Employment Period.”

(b)           The Executive covenants, representsand warrants that: (i) the execution, delivery and complete performance of thisAgreement by her does not and will not breach, violate or cause a default underany contract, agreement, instrument, order, judgment or decree to which theExecutive is a party or by which she is bound; and (ii) she is not a party toor bound by any employment or services agreement, confidentiality agreement,non-competition agreement, other restrictive covenant, or other obligation oragreement that would or could prohibit or restrict her from being employed bythe Company or from performing any of her duties under this Agreement.

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2.             Position, Duties and Responsibilities.  The Company shall employ the Executive duringthe Employment Period as its Chief Financial Officer, Executive Vice President,Finance, reporting to the Chief Executive Officer, and the Executive shallserve in the same capacity for Merisant Worldwide, Inc., Merisant US, Inc.,Whole Earth Sweetener Company LLC and Merisant Foreign Holdings I, Inc. for noadditional compensation. During the Employment Period, the Executive shallperform the duties assigned to her hereunder faithfully, with the utmostloyalty, to the best of her abilities and in the best interests of the Company;shall devote her full business time, attention and effort to the affairs of theCompany; and shall not engage in any other business activities (whether or notfor gain, profit, or other pecuniary advantage) or any other actions which sheknows or reasonably should know could harm the business or reputation of theCompany or any of its affiliates or other related entities. Subject to thepowers, authority and responsibilities vested in the Company’s Board ofDirectors (the “Board”) and in duly constituted committees of the Board, theExecutive shall have the authority and responsibility to direct the managementand operation of the Company and shall also perform such other duties on behalfof the Company and its affiliates and other related entities, consistent withher title and duties above, as the Board or Chief Executive Officer may fromtime to time authorize or direct; provided, the Executive may engage inactivities involving professional, charitable, educational, religious andsimilar types of organizations, speaking engagements, and management ofpersonal investments, to the extent that such other activities do not interferewith the performance of Executive’s duties under this Agreement, or conflictwith the Code of Business Conduct and Ethics of the Company or violate theterms of any of the covenants provided in Section 5 hereof.   Notwithstanding the forgoing, the Companyagrees that the Executive shall be permitted to continue to serve as a directoron the boards of directors of Franklin Electric and Integrys Energy Group tothe extent that such directorships do not interfere with the performance ofExecutive’s duties under this Agreement, or conflict with the Code of BusinessConduct and Ethics of the Company or violate the terms of any of the covenantsprovided in Section 5 hereof.

3.             Compensation and Benefits.

(a)         Base Salary.  During the Employment Period, the Companyshall pay to the Executive a base salary at the gross rate of $300,000 perannum, less required and authorized withholding and deductions (the “BaseSalary”), payable in installments in accordance with the Company’s executivepayroll policy.  The Base Salary shall bereviewed annually, at the same time as for other senior officers of theCompany, and increased, as determined by the Board in its discretion, but notdecreased except as part of an across-the-board reduction in senior officerbase salaries consistent with (on a percentage basis) reductions applicable toother senior officers of the Company, and any such increased (or decreased)amount shall be the Executive’s “Base Salary” for all purposes hereunderthereafter.

(b)        Signing Bonus.  The Company shall pay to the Executive abonus of $150,000, less required and authorized withholding and deductions,payable to the Executive with the first installment of the Executive’s BaseSalary immediately following the Effective Date.

(c)         Incentive Bonuses.  Subject to Section 4, commencing withcalendar year 2007 and during each calendar year of the Employment Periodthereafter, the Executive also will be

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eligible to receive anannual cash incentive bonus in accordance with the Company’s Annual IncentivePlan or other annual bonus plan, as applicable, as determined by theCompensation Committee of the Board, in its sole discretion, with a targetbonus opportunity as a percentage of Base Salary not less than 100% (the “AnnualIncentive Bonus”).  Notwithstanding, theExecutive’s Annual Incentive Bonus attributable to calendar year 2007 shall beequal to not less than the gross amount of $150,000 (“Guaranteed Bonus”), to bepaid at such time as the date on which the cash incentive bonus is paid toother executives of the Company but no later than April 1, 2008 (less requiredand authorized withholding and deductions). The Executive also will be eligible to receive cash incentive bonuses inaccordance with the Company’s 2007 Supplemental Incentive Plan with targetbonus opportunities of $150,000 in the aggregate (the “Supplemental IncentiveBonus”), and shall be eligible to participate in similar supplemental incentivebonuses in subsequent years, as determined by the Compensation Committee of theBoard, in its sole discretion.   TheAnnual Incentive Bonus in respect of any fiscal year shall be paid inaccordance with the procedures specified by the Compensation Committee, but inno event later than ninety (90) days after the end of each fiscal year.

(d)        Share Appreciation Rights Plan.  The Executive shall be deemed an eligibleparticipant in the Merisant Worldwide, Inc. 2005 Share Appreciation Rights Plan(the “2005 SAR Plan”), and the Executive will be granted 108,687.38 First LevelShare Units, 111,102.60 Second Level Share Units and 165,043.75 Third LevelShare Units under the 2005 SAR Plan.   Ifthe 2005 SAR Plan is terminated and Merisant Worldwide or its successor adoptsa restricted stock, stock option or other equity-based incentive plan, theExecutive will receive an equivalent interest under any such successor plan.

(e)         Employee Benefits.  During the Employment Period, the Executiveshall be eligible to participate in such executive compensation and deferredcompensation plans, such employee benefit plans (including group health,retirement and non-qualified retirement programs), and to receive such otherfringe benefits and perquisites, as the Company may make available to seniorexecutives generally, subject to all present and future terms and conditions ofsuch executive compensation and deferred compensation plans, benefit plans andother fringe benefits and perquisites.  The Company reserves the right in its sole discretion to alter, suspend,amend, or discontinue any and all of its employee and fringe benefits, benefitplans, policies and procedures, in whole or in part, at any time with orwithout notice, provided that the Company will not make any change to theExecutive’s employee or fringe benefits that it does not also make on aconsistent basis for other senior executives of the Company.

(f)         Vacation.  The Executive shall receive four weeks ofpaid vacation per calendar year (prorated as appropriate for any partialcalendar year).  Up to two (2) weeks percalendar year of earned but unused vacation time may be carried over from yearto year.

(g)        Business Expenses.  The Company shall reimburse the Executive forall expenses and disbursements reasonably incurred by the Executive in theperformance of the Executive’s duties in accordance herewith during theEmployment Period, and provide such other facilities or services as the Companyand the Executive may, from time to time, agree are appropriate, in each casein accordance with the Company’s policies established from time to time forsenior

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officers of the Companyand conditioned upon receipt of appropriate documentation for such businessexpenses.

4.             Termination.

(a)         Notwithstanding anything to thecontrary in this Agreement, the Executive’s employment shall automaticallyterminate upon the Executive’s death, the Company may immediately terminate theExecutive’s employment for Cause or Incapacity (as defined below) effectiveupon written notice to the Executive, and the Executive may voluntarilyterminate her employment at any time for any reason effective upon sixty (60)days’ prior written notice to the Company. In the event of any such termination, the Executive shall receive herAccrued Benefits and shall not be entitled to any other amounts from theCompany.  Executive’s “Accrued Benefits”are (i) any earned but unpaid base salary through the last day of the Period ofEmployment, (ii) any earned but unpaid annual cash bonus or other incentiveaward for the fiscal year prior to the fiscal year during which the Period ofEmployment ends, (iii) any accrued but unpaid vacation pay, (iv) any reimbursablebusiness expenses or unpaid perquisites through the last day of the EmploymentPeriod, (v) any vested benefits, including performance awards under Companyincentive plans, through the last day of the Employment Period in accordancewith the Company’s employee benefit plans or programs and executivecompensation and deferred compensation plans, and (vi) any benefit continuationor conversion rights in accordance with the Company’s employee benefit plans orprograms.  The Executive shall also bepaid her Guaranteed Bonus if unpaid at the time and the effective terminationdate is a date after December 31, 2007. Executive’s Accrued Benefits shall be paid in a lump sum within thirtydays after the date of termination, except that Accrued Benefits payable pursuantto clause (ii), and any Guaranteed Bonus shall be paid when bonuses are paid toother senior executives, and amounts payable pursuant to clause (v) and (vi)shall be paid in accordance with the applicable plan.

(i)          “Incapacity” means such physical or mentalcondition of the Executive which renders and is expected to render theExecutive incapable of performing the essential functions of her positionhereunder with or without reasonable accommodation for 180 calendar days(whether consecutive or not) within any 360-calendar-day period, as determinedin good faith by the Board upon consultation with Executive’s chosen physician,and, in its discretion, a physician selected by the Board.  The Executive hereby agrees to submit to anyreasonable medical examination(s) as may be recommended by the Company’sselected physician for the purpose of determining the existence or absence ofIncapacity.  Executive also authorizesany physician, surgeon, or other person attending or caring for Executive todiscuss Executive’s case fully and frankly with one or more members of theBoard and to disclose to such member or members of the Board any and allinformation the Board considers reasonable, necessary, or desirable to evaluateExecutive’s condition.  If Executive’s physician,surgeon, or other person attending or caring for Executive disagrees with aconclusion reached by the Board that Executive’s physical or mental conditionrenders the Executive incapable of performing the essential functions of herposition hereunder with or without reasonable accommodation, Executive’sphysician and Board’s physician shall jointly agree on the selection of anindependent third physician to administer all reasonable medical examinationsas such third-party physician deems required for the purpose of determining theexistence or absence of

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Incapacity.  Executive hereby agrees to submit to allreasonable medical examination(s) recommended by such third-partyphysician.  If such third-party physicianand Company’s physician both render their professional opinion that Executivesuffers from Incapacity as defined in this paragraph, the Board shall bejustified in concluding that Executive is so incapacitated and shall terminateExecutive’s employment under the provisions of this paragraph.

(ii)         “Cause” means any of the followingconduct by the Executive, as determined in good faith by the Board: (I)embezzlement, misappropriation of corporate funds, fraud, or other materialacts of dishonesty; (II) conviction of any felony, or of any misdemeanorinvolving moral turpitude, or entry of a plea of guilty or *nolocontendere* to any such felony or misdemeanor; (III) engaging inillegal conduct or gross misconduct which causes financial or reputational harmto the Company or any of its affiliates or other related entities; (IV) refusalto perform or continued willful disregard of her duties and responsibilities(other than due to any failure resulting from incapacity due to physical ormental illness or injury), (V) material breach of any written policy of theCompany or a subsidiary, including the Company’s Code of Business Conduct andEthics, as in effect or amended from time to time; (VI) breach or threatenedbreach of Section 5 of this Agreement (including without limitation anyprovision of Exhibit A hereto); (VII) material breach of any other provision ofthis Agreement; or (VIII) violation of any statutory or common law duty ofloyalty to the Company or any of its affiliates or other related entities.  Notwithstanding the foregoing, the Companyshall not terminate the Executive’s employment pursuant to subparts (III),(IV), or (VII) of this Section 4(a)(ii) unless the Company first gives theExecutive notice in reasonable detail describing the basis for such “Cause” anda reasonable period of time, which shall in no event be less than thirty (30)days, to cure any such grounds for termination (provided that no such noticeand cure shall be required as to any such grounds that are not reasonablysusceptible to a cure under the circumstances). For purposes of this Section 4(a)(ii), acts or omissions of theExecutive shall not be considered “willful” if done or omitted by the Executivein good faith and with a reasonable belief that such conduct is in the bestinterests of the Company.

(b)        Notwithstanding anything to the contraryin this Agreement, the Company may terminate the Executive’s employment for anyreason other than Incapacity or Cause or for no reason at any time by writtennotice to the Executive, at which time the Executive shall be entitled toreceive an amount (“Severance”) equal to eighteen (18) months’ Base Salaryeither through salary continuation or a lump sum payment, or combinationthereof, at the Company’s discretion.  Ifat the time of termination the Executive has health coverage, then theExecutive shall be entitled to continuation of her health coverage for eighteen(18) months following the date of termination with premiums charged to her atactive employee rates, which coverage shall be concurrent with any COBRAbenefits subject to all terms and conditions of the COBRA Act.  The Executive shall receive a pro rata (basedon the portion of the year employed) target bonus under the then current annualincentive plan for the year of termination, payable when bonuses are paid to othersenior executives.  The Executive shallbe entitled to her Accrued Benefits. Executive shall receive senior executive level outplacement services fora period of twelve (12) months provided by an outplacement firm selected by theExecutive and approved by the Company (such approval not to be unreasonablywithheld) and paid for by the Company. The

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receipt of separationpayments by the Executive pursuant to this Section 4(b) shall be subject toSection 4(e) herein.

(c)         Executive may terminate her employmentfor Good Reason.  If the Executive shouldterminate the Executive’s employment for Good Reason, the Executive will beentitled to the separation payments set forth in Section 4(b) above. Thereceipt of separation payments by the Executive pursuant to this Section 4(c)shall be subject to Section 4(e) herein.

(i)          “Good Reason” means the occurrence ofany of the following without the Executive’s express written consent:  (i) a reduction by the Company in Executive’sbase salary or target bonus opportunity as in effect on the date of thisAgreement or, in the event of a Change in Control, as in effect immediatelyprior to the Change in Control, it being understood that a change in theperformance criteria applicable under any bonus plan (provided that suchchange, to the extent applicable, affects executives of the Company generally),shall not be Good Reason hereunder; (ii) the Company’s failure to keep ineffect retirement, health and welfare benefits plans, and executivecompensation plans under which Executive is eligible to receive benefitssubstantially similar in value in the aggregate to the benefits Executive iseligible to receive under such plans as of the date of this Agreement or, inthe event of a Change in Control, the day prior to the effective date of theChange in Control, it being understood that a change in the performancecriteria (provided such change is not applicable solely to the Executive)applicable for awards under any incentive or bonus plan, shall not be GoodReason hereunder, (iii) the Company’s requiring Executive to be based anywheremore than fifty (50) miles from where Executive’s principal place of employmentis located on the date of this Agreement; (iv) any change in the reimbursementpolicy set forth in Section 3(g) as in effect on the date hereof; (v) a changein the duties or reporting responsibilities of Executive that is inconsistentin any substantial adverse respect with Executive’s positions, duties orresponsibilities as in effect on the effective date of this Agreement or, inthe event of a Change in Control, immediately prior to the Change in Control(including any material adverse diminution of such duties or responsibilities);provided, however, that Good Reason shall not be deemed to occur upon a changein duties or responsibilities that is solely and directly a result of theCompany no longer having publicly traded securities and does not involve anyother event set forth in this paragraph; and (vi) failure by Company to obtaina satisfactory agreement from any Successor (as defined in Section 8) to assumeand agree to perform this Agreement as provided in Section 8.  Notwithstanding the foregoing, the Executiveshall not be deemed to have terminated the Period of Employment for Good Reasonunless the Executive gives written notice to the Company stating in reasonabledetail the events which constitute Good Reason, such notice to be given withinthe later of (i) thirty (30) days of the occurrence of such event or (ii) thedate the Executive knows of the event constituting Good Reason and, if suchfailure or breach is reasonably susceptible to cure, the Company does noteffect a cure within such thirty (30) day period.

(ii)         “Change in Control” means either:

(1)         acquisition by any individual, entityor group (a “Person”), including any “person” within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), of beneficial ownership, within the meaning of Rule

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13d-3 promulgated underthe Exchange Act, of more than fifty percent (50%) of either (x) the thenoutstanding shares of common stock of Merisant Worldwide, Inc. (the “OutstandingCommon Stock”) or (y) the combined voting power of the then outstandingsecurities of Merisant Worldwide, Inc., entitled to vote generally in theelection of directors (the “Outstanding Voting Securities”); excluding,however, the following: (A) any acquisition directly from Merisant Worldwide,Inc., if a majority of the Incumbent Board (as such term is defined below)approves a resolution expressly providing that such acquisition does notconstitute a Change in Control under this clause (A) (excluding any acquisitionresulting from the exercise of an exercise, conversion or exchange privilegeunless the security being so exercised, converted or exchanged was acquireddirectly from Merisant Worldwide, Inc.); (B) any acquisition by MerisantWorldwide, Inc., or a corporation controlled by Merisant Worldwide, Inc.; (C)any acquisition by an employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by Merisant Worldwide,Inc.; (D) any acquisition by an underwriter temporarily holding securitiespursuant to an offering of such securities; or (E) any acquisition by anycorporation pursuant to a transaction that complies with clauses (x), (y) and(z) of subsection (3) of this definition; provided further, that for purposesof clause (B), if any Person other than Merisant Worldwide, Inc., or anyemployee benefit plan (or related trust) sponsored or maintained by MerisantWorldwide, Inc., or any corporation controlled by Merisant Worldwide, Inc.,shall become the beneficial owner within the meaning of Rule 13d-3 promulgatedunder the Exchange Act (the “Beneficial Owner”) of more than fifty percent(50%) of the Outstanding Common Stock or of the Outstanding Voting Securitiesby reason of an acquisition by Merisant Worldwide, Inc., and such Person shall,after such acquisition by the Company, become the Beneficial Owner of anyadditional shares of the Outstanding Common Stock or any additional OutstandingVoting Securities and such Beneficial Ownership is publicly announced, suchadditional Beneficial Ownership shall constitute a Change in Control;  or

(2)         individuals who, as of the date of thisAgreement, constitute the Board of Directors of Merisant Worldwide, Inc. (the “IncumbentBoard”) cease for any reason to constitute at least a majority of such Board;provided that any individual who becomes a director of Merisant Worldwide,Inc., subsequent to the date of this Agreement, whose election, or nominationfor election by the Merisant Worldwide, Inc.’s stockholders, was approved bythe vote of at least a majority of the directors then comprising the IncumbentBoard 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 aresult of an actual or threatened election contest, as such terms are used inRule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any otheractual or threatened solicitation of proxies or consents by or on behalf of anyPerson other than the Board shall not be deemed a member of the IncumbentBoard; or

(3)         consummation of a reorganization,merger or consolidation or sale or other disposition of all or substantiallyall of the assets of Merisant Worldwide, Inc. (a “Corporate Transaction”);excluding, however, a Corporate Transaction pursuant to which (x) all orsubstantially all of the individuals or entities who are the Beneficial Owners,respectively, of the Outstanding Common Stock and the Outstanding VotingSecurities immediately prior to such Corporate Transaction will beneficiallyown within the meaning of Rule 13d-3 promulgated under the Exchange Act (“BeneficiallyOwn”) directly or indirectly, more than fifty percent (50%) of, respectively,the outstanding shares of common stock, and the combined voting power

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of the outstandingsecurities entitled to vote generally in the election of directors, as the casemay be, of the corporation resulting from such Corporate Transaction(including, without limitation, a corporation that as a result of suchtransaction owns all or substantially all of the outstanding stock of  the Company or all or substantially all ofthe Company’s assets either directly or indirectly) in substantially the sameproportions relative to each other as their ownership, immediately prior tosuch Corporate Transaction, of the Outstanding Common Stock and the OutstandingVoting Securities, as the case may be, (y) (1) no Person (other than theCompany or a corporation controlled by the Company, any employee benefit plan(or related trust) sponsored or maintained by the Company or any corporationcontrolled by the Company, the corporation resulting from such CorporateTransaction, or any Person that Beneficially Owned, immediately prior to suchCorporation Transaction, directly or indirectly, more than fifty percent (50%)of the Outstanding Common Stock or the Outstanding Voting Securities, as thecase may be) will Beneficially Own, directly or indirectly, more than fiftypercent (50%) of, respectively, the outstanding shares of common stock of thecorporation resulting from such Corporate Transaction or the combined votingpower of the outstanding securities of such corporation entitled to votegenerally in the election of directors and (2) individuals who were members ofthe Incumbent Board at the time of the Board’s approval of the execution of theinitial agreement providing for such Corporate Transaction will constitute atleast a majority of the members of the board of directors of the corporationresulting from such Corporate Transaction; or (z) consummation of a plan ofcomplete liquidation or dissolution of the Company.

(d)        The Executive understands and agreesthat the termination of her employment due to the expiration of the EmploymentPeriod following a notice by the Company pursuant to Section 1(a) that theCompany will not extend (or further extend) the Employment Period (a “Non-Renewal”)shall not constitute or be considered a termination pursuant to Section 4(a) or4(b), and shall entitle the Executive to her Accrued Benefits and no otheramounts; provided, if the Company gives Executive notice of Non-Renewal andExecutive’s employment is terminated by the Company on or after the resultingexpiration of the Employment Period, then Executive shall receive a pro rata(based on the portion of the year employed) target bonus for the year of suchtermination, payable when bonuses are paid to other senior executives.

(e)         Notwithstanding any of the foregoing tothe contrary, if during the period that commences upon a Change in Control andends eighteen (18) months after a Change in Control, the Company shouldterminate the Employment Period without Cause or the Executive should terminatethe Period of Employment for Good Reason, the Executive shall be entitled tothe same separation payments and benefits as provided under paragraphs (b) and(c) of this Section 4, subject to the following modifications: (i)  the Severance shall be paid in a lump sumwithin thirty (30) days following the Executive’s termination of employment;and (ii) the pro rata bonus referred to in paragraph (b) shall (x) be paidwithin thirty (30) days following the Executive’s termination of employment and(y) be based on the Executive’s target bonus under the Company’s AnnualIncentive Plan or other annual bonus plan for the fiscal year in which theExecutive’s termination of employment occurs. Notwithstanding anything in the above to the contrary, amounts shallalso be payable under this paragraph (e) if such termination occurs prior to aChange in Control and it is reasonably demonstrated by the Executive that suchtermination of employment (x) was at the request of a third party who has takensteps reasonably calculated

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to effect a Change inControl or (y) otherwise arose in connection with or in anticipation of aChange in Control.

(f)         As a condition of the receipt of theseparation payments and benefits under paragraphs (b),  (c), (d) and (e) of this Section, theExecutive must execute a separation agreement, in form and substance reasonablysatisfactory to the Company and the Executive, containing provisions underwhich the parties (i) release each other, including the Company, itssubsidiaries and the officers, employees and agents of Company and itssubsidiaries, from all liability arising out of, or in connection withExecutive’s employment and termination of employment with the Company and (ii)agree not at any time to publicly denigrate, ridicule or intentionallycriticize each other including, without limitation, by way of news interviewsor the expression of personal views, opinions or judgments to the news media;provided, however, that nothing herein shall prohibit the Company or Executivefrom making disclosure to tax or legal counsel or disclosure reasonablyrequired under the federal securities laws and the rules of the Securities andExchange Commission promulgated thereunder and the rules of any stock exchangeor national securities market on which the Company’s securities aretraded.  If an arbitrator determines thatthe Executive has materially breached the terms of such separation agreement,the Company may immediately cease all payments to the Executive under this Agreement,may seek recovery of payments received by the Executive under this Agreementand shall be entitled to monetary damages and an injunction, restraining orderor other equitable relief restraining any such material breach.  If an arbitrator determines that the Company,its subsidiaries or the officers, employees and agents of the Company havematerially breached the terms of such separation agreement, the Executive shallbe entitled to monetary damages and an injunction, restraining order or otherequitable relief restraining any such material breach.

(g)        Any termination of the Executive’semployment shall automatically effectuate the Executive’s removal from any andall officer positions that the Executive then holds with the Company as of theeffective termination date.  Any and allpayments to the Executive under this Agreement shall be reduced by required orauthorized withholding and deductions.

(h)        The Executive shall be entitled to allbenefits (including incentive awards and severance) provided to seniorexecutives of the Company (excepting the Chief Executive Officer) in the eventof a Change of Control.

(i)          Upon termination of the Period ofEmployment, the Executive shall be under no obligation to seek other employmentor otherwise mitigate the obligations of the Company under this Agreement.  Amounts due to the Executive under thisAgreement shall not be subject to offset by the Company for any claims theCompany may have against the Executive, unless otherwise specifically agreed toin writing by the Executive.

(j)          If the Executive incurs an excise taximposed on “excess parachutes payments” under Internal Revenue Code Section4999, as defined in Section 280G of the Code or any additional tax underSection 409A of the Code, in each case on account of any amount paid or payableto, or for the benefit of, the Executive by the Company or its stockholders oraffiliates in respect of obligations of the Company, in each case, in respectof this

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Agreement or any of theCompany’s incentive and benefit plans, then the Company shall pay theExecutive, within ten days prior to the date payable by Executive, an amountequal to the sum of (x) the excise taxes (penalties and interest, other than ifcaused solely by Executive’s inaction in filing or untimely payment) payable onsuch excess parachutes payments, plus (y) an additional amount such that afterpayment of all taxes (penalties and interest, other than if caused solely byExecutive’s inaction in filing or untimely payment) on such additional amountthere remains a balance sufficient to pay taxes actually due and payable on thetax referred to in clause (x). References to “excise tax” and “taxes” in thisSection 4(j) shall also mean all penalties and interest thereon, other thansuch penalties and interest incurred by Executive solely by her inaction infiling or untimely payment.

5.             Confidentiality.  By her execution of this Agreement, theExecutive hereby agrees to abide by the Confidentiality Agreement attached as ExhibitA hereto and hereby made a part of this Agreement.  In the event of any conflict between the mainbody of this Agreement and Exhibit A, the provisions of the main body ofthis Agreement shall control (including, without limitation, (i) that theduration of the post-employment covenants under Section 6(a) and 6(b) shallcontrol over the two-year duration of such similar covenants in Exhibit Aand (ii) the limitation of the covenant under Section 6(a) to the CompetitiveEnterprises in Exhibit B (as in effect from time to time) shall controlover the definition of “Competitive Work” in Exhibit A). The Executiveacknowledges and agrees that a breach of any provision of this section(including without limitation any provision of Exhibit A) will result inimmediate and irreparable harm to the Company and its affiliates and otherrelated entities for which full damages cannot readily be calculated and forwhich damages are an inadequate remedy. Accordingly, the Executive agrees that the Company and its affiliatesand other related entities shall be entitled to injunctive relief to preventany such actual or threatened breach or any continuing breach by the Executive(without posting a bond or other security), without limiting any other remediesthat may be available to them.

6.             Non-Competition AndNon-Solicitation Agreement

(a)         Non-Compete.

Without theconsent in writing of the Board, during the Period of Employment and for theperiod of eighteen (18) months following termination of employment, theExecutive will not permit the Executive’s name to be used by, or engage in, orcarry on, directly or indirectly, either for the Executive or as a member of apartnership or as a stockholder, member, manager, investor, officer or directorof a corporation, limited liability company or similar entity or as anemployee, agent, associate or consultant of any person, partnership,corporation, limited liability company or similar entity, any business incompetition with the business carried on by the Company or any of itssubsidiaries within the geographical areas in which the Company or its subsidiariesare conducting their business operations or providing services as of the dateof the Executive’s termination of employment (a “Competitive Enterprise”). Thenames of the Competitive Enterprises as of the date of this Agreement are setforth on Exhibit B. The Company shall furnish the Executive with anupdated Exhibit B at least annually, provided, however, that in no eventshall the number of Competitive Enterprises exceed ten (10) such

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Competitive Enterprises.  Notwithstanding the preceding sentence, theExecutive shall not be prohibited from owning less than five percent (5%) ofthe equity of any publicly traded entity.

(b)           Non-Solicitation.

Without theconsent in writing of the Board (which consent shall be in the sole discretionof the Board), during the Period of Employment, and for the period of eighteen(18) months following termination of employment by the Company without Cause orby the Executive for any reason, or for the period of eighteen (18) months followingtermination of employment for any other reason, the Executive shall not, in anymanner, directly or indirectly (without the prior written consent of theCompany): (i) Solicit any Customer to transact business with a  Competitive Enterprise or to reduce orrefrain from doing any business with the Company, (ii) transact business withany Customer that would cause the Executive to be a Competitive Enterprise,(iii) interfere with or damage any relationship between the Company and acustomer or (iv) Solicit anyone who is then an executive of the Company (or whowas an executive of the Company on the date of the Executive’s termination ofemployment or within the prior eighteen (18) months) to resign from the Companyor to apply for or accept employment with any other business or enterprise.

For purposes ofthis Agreement, (i) a “Customer” means any customer or prospective customer ofthe Company or its subsidiaries to whom the Executive provided services, or forwhom the Executive transacted business, or whose identity became known to theExecutive in connection with the Executive’s relationship or continuedemployment with the Company or its subsidiaries, and (ii) “Solicit” means anydirect or indirect communication of any kind, regardless of who initiates it,that in any way invites, advises, encourages or requests any person to take orrefrain from taking any action.

(c)           Effect Of Material Breach.  In the event the Executive materiallybreaches the provisions of paragraphs (a) or (b) of this Section 6, the Companymay immediately cease all payments to the Executive under this Agreement, mayseek recovery of payments received by the Executive under this Agreement andshall be entitled to seek an injunction, restraining order or other equitablerelief restraining any such material breach, and monetary damages for suchmaterial breach; provided, however, that nothing in the preceding shallprohibit or otherwise impact the Executive’s right or ability to dispute that amaterial breach has occurred.

7.             Notices.  Any notice, request, or other communicationrequired or permitted to be given hereunder shall be made to the followingaddresses or to any other address designated by either of the parties hereto bynotice similarly given: (a) if to the Company, to the attention of GeneralCounsel, Merisant Company, 10 S. Riverside Plaza, Suite 850, Chicago, IL 60606;and (b) if to the Executive, to Diana S. Ferguson, 270 East Pearson Street,#803, Chicago, Illinois 60611, or at her last residence address identified on thepayroll records of the Company.  All suchnotices, requests, or other communications shall be sufficient if made inwriting either (i) by personal delivery to the party entitled thereto, (ii) byfacsimile with confirmation of receipt, (iii) by certified mail, return receiptrequested, or (iv) by express courier service, and shall be effective uponpersonal delivery, upon confirmation of receipt of facsimile transmission, upon

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the fourth day aftermailing by certified mail, or upon the second day after sending by expresscourier service from within the United States.

8.             Assignment.  This Agreement is enforceable by the Companyand its affiliates and other related entities and may be assigned ortransferred by the Company to, and shall be binding upon and inure to thebenefit of, any parent, affiliate or other related entity of the Company or anyentity which at any time, whether by merger, purchase, or otherwise, acquiresall or substantially all of the assets, stock or business of the Company.  The Executive may not assign any of herrights or obligations under this Agreement. The Company shall cause any successor to expressly assume and agree, inwriting delivered to Executive, to perform this Agreement in the same mannerand to the same extent that the Company would be required to perform if no suchsuccession had taken place, and failure to do so shall be grounds for Executiveto voluntarily terminate her employment at any time within thirty daysthereafter which termination shall be treated for all purposes as terminationfor Good Reason (and other than due to Incapacity).

9.             Mediation and Arbitration.

(a)           Except for claims or disputes underSection 5 or Exhibit A, the Executive and the Company agree that, to theextent permitted by law, all claims or disputes arising out of or relating tothis Agreement, the parties’ employment relationship, or the termination ofsuch relationship that may exist or arise between the Executive and theCompany, or any subsidiary, parent, affiliate, other related entity, benefitplan, successor or permitted assign of the Company, or any owner, director,officer, member, employee, owner, shareholder, agent, or representative of anyof them (in their respective capacities as such) shall in the first instance besubmitted for non-binding mediation in Chicago, Illinois, in accordance withthe Employment Mediation procedures of the American Arbitration Association (“AAA”)(as in effect or amended from time to time) not later than thirty (30) daysafter any such dispute arises.  Companyand Executive agree that all applicable statutes of limitation shall be tolledduring the mediation process.  In noevent, however, shall either party be required to refrain from initiatingarbitration as detailed in paragraph 9(b) below if the parties have been unableto arrive at settlement within thirty (30) days following the initial meetingof the parties with the mediator.

(b)           Except for claims or disputes underSection 5 or Exhibit A, the Executive and the Company agree that, to theextent permitted by law, all claims or disputes arising out of or relating tothis Agreement, the parties’ employment relationship, or the termination ofsuch relationship that may exist or arise between the Executive and theCompany, or any subsidiary, parent, affiliate, other related entity, benefitplan, successor or permitted assign of the Company, or any owner, director,officer, member, employee, owner, shareholder, agent, or representative of anyof them (in their respective capacities as such) shall be submitted for bindingarbitration in Chicago, Illinois and resolved by a member of a Chicago,Illinois arbitration panel (or by such other arbitrator or in such other placeto which the parties agree) in accordance with the National Rules for theResolution of Employment Disputes of the AAA (as in effect or amended from timeto time), except as set forth below. Claims subject to arbitration hereunder include without limitationclaims by the Executive for employment discrimination, harassment, retaliation,wrongful termination or defamation under any federal, state, or local law,regulation, ordinance,

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or executive order orunder common law, and further include without limitation claims under any ofthe following statutes (as in effect or amended from time to time): theIllinois Human Rights Act, the Chicago and Cook County Human Rights Ordinances,Title VII of the Civil Rights Act of 1964, the Age Discrimination in EmploymentAct, the Americans With Disabilities Act, the Family and Medical Leave Act andthe Employee Retirement Income Security Act.

(c)           Notwithstanding the fact that theCompany and the Executive have entered into this individually negotiatedEmployment Agreement, the cost of arbitration shall be allocated according tothe AAA’s rules for allocating the cost of arbitration pursuant to anemployer-promulgated plan. If the Executive prevails in an arbitrationproceeding against the Company instituted pursuant to Section 9(b), then theCompany shall reimburse the Executive for all reasonable legal fees anddisbursements incurred by the Executive in connection with such arbitrationproceeding promptly after receipt of reasonably detailed invoices relatingthereto.

(d)           The arbitrator shall have no power tomodify the provisions of this Agreement (except pursuant to Section 14 hereinor Exhibit A), or to make an award or impose a remedy that is notavailable to a court of general jurisdiction sitting in Chicago, Illinois orthat was not requested by a party to the claim or dispute, and the jurisdictionof the arbitrator is limited accordingly. The arbitrator shall apply the substantive internal law of the state ofIllinois, except as otherwise required by law. The arbitrator’s decision or award shall be final and binding, andjudgment thereupon may be entered in any Illinois or other court havingjurisdiction thereof.

(e)           Notwithstanding the foregoing, theCompany may in its discretion immediately pursue any and all available legaland equitable remedies for the Executive’s violation of any provision of Section5 or Exhibit A in any court of competent jurisdiction.

10.           Amendment And Waiver.  This Agreement may not be amended orally andmay only be amended by written instrument signed by both parties (subject toSection 14 herein and Exhibit A). A waiver by either party hereto of any of its rights or remedies underthis Agreement on any occasion shall not be a bar to the exercise of the sameright or remedy on any subsequent occasion or of any other right or remedy atany time.

11.           Governing Law. This Agreementshall be governed by the internal laws of the state of Illinois, without regardto its conflict of laws rules.

12.           Headings; Construction.  The Section headings used herein are forconvenience of reference only and are not to be considered in construction ofthe provisions of this Agreement.  Theuse of the word “including” in this Agreement shall be by way of example ratherthan by limitation.

13.           Entire Agreement and Survival.This Agreement (including Exhibit A and Exhibit B hereto)contains the entire agreement between the parties with respect to the subjectmatter contained herein and supersedes all prior or contemporaneousnegotiations, understandings or agreements between the parties, whether writtenor oral, with respect to such subject matter. Sections 4 through 17 herein and Exhibit A and Exhibit Bto this Agreement shall survive and

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continue in full forceand effect in accordance with their respective terms, notwithstanding anytermination of the Employment Period or the Executive’s employment.

14.           Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Agreement is held to be prohibitedby or invalid under applicable law, such provision will be ineffective only tothe extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Agreement.

15.           Condition Precedent.  This Agreement and the Executive’s employmenthereunder will not be effective unless and until the Board duly approves thisAgreement and each of the Boards of Directors of the Company, MerisantWorldwide Inc., and Merisant Company appoints Executive to the position ofChief Financial Officer, Executive Vice President, Finance of each of thecorporations.  This Agreement shall benull and void and shall be of no force and effect in the event that the Boarddoes not so approve this Agreement for any or no reason.

16.           Fees.  The Company shall pay the legal fees anddisbursements incurred by the Executive’s legal counsel in connection with thepreparation and negotiation of this Agreement up to a maximum of $10,000promptly after receipt of reasonably detailed invoices relating thereto.

17.           Counterparts.  This Agreement may be executed in twocounterparts, each of which shall be deemed an original, and both of whichtogether shall constitute one and the same instrument.

18.           Inconsistency. In the event ofany inconsistency between this Agreement and any other agreement, plan, awardor program, this Agreement shall control.

19.           Compliance with Section 409A.  Notwithstanding any of the foregoing to thecontrary, if any payments of money, delivery of shares of Company stock orother benefits due to the Executive hereunder could cause the application of anaccelerated or additional tax under Section 409A of the Internal Revenue Code,such payments, delivery of shares or other benefits (x) shall, if compliancewith Section 409A of the Code can be effected by delaying such payments,delivery of shares or other benefits, be delayed until the earliest date onwhich such payments, delivery of shares or other benefits may be made withoutcausing the application of an accelerated or additional tax under Section 409Aof the Code, and (y) if compliance with Section 409A of the Code cannot beeffected by delaying such payments, delivery of shares or other benefits, maybe restructured, to the extent possible, in a manner, determined by the Companyand reasonably acceptable to the Executive, that does not cause suchaccelerated or additional tax.

20.           Indemnification.  The Company shall indemnify and holdExecutive harmless to the maximum extent provided under the Company’s charter,by-laws and applicable law and shall enter into an indemnification agreementapplicable to its senior officers.  TheCompany shall insure Executive under a policy of directors and officers liabilityinsurance, during and

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following termination ofemployment, to the same extent as it insures the chief executive officer andmembers of the Board.

The Executivehereby acknowledges that the terms of this Agreement are subject to review fromtime to time by the Company in order to comply with federal, state and tax lawsand regulations.  If it is reasonablynecessary, appropriate or convenient to amend the terms of this Agreement inorder to comply with such laws and regulations or to otherwise avoid ormitigate a material adverse effect to the Company or the Executive underapplicable tax laws and regulations, the Company and Executive will negotiatein good faith to amend this Agreement so long as the economic benefit orobligations under the Agreement will be substantially similar.

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THE PARTIES ACKNOWLEDGEBY SIGNING BELOW THAT THEY HAVE READ AND UNDERSTAND THE ABOVE AND INTEND TO BEBOUND THEREBY AS OF THE DATE FIRST WRITTEN ABOVE:
|        |                  |                          | MERISANT COMPANY         |
|--------|-----------------------|-------------------------------|--------------------------|
|   |                  |                          |
|   |                  |                          |
| By:    | /s/ Diana S. Ferguson |                          | By: /s/ Jonathan W. Cole |   |
|   | Diana S. Ferguson     | Name: Jonathan W. Cole        |
|   |                  | Title: VP and General Counsel |
|        |                       |                               |                          |  |  |

 

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