**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)                                  TheCompany hereby employs the Executive and the Executive hereby accepts suchemployment upon and subject to the terms and conditions of this Agreement fromthe Effective Date until the third annual anniversary of the Effective Date,unless the Executive’s employment is earlier terminated pursuant to Section 4(such period referred to as the “Initial Term”).  As of the conclusion of the Initial Term, theperiod of employment shall automatically be extended on the same terms andconditions as set forth in this Agreement for successive one-year periodsunless and until either: (i) a party gives the other party no less than sixty(60) calendar days’ advance written notice prior to the end of the Initial Termor any such one-year extension period that the party will not further extendthe Initial Term or such one-year extension period (as applicable), or (ii)either party terminates the Executive’s employment in accordance with Section4.  The Initial Term and any and allextensions thereof (or partial extension in the event of an earlier terminationpursuant to Section 4), if any, shall be collectively referred to as the “EmploymentPeriod.”

(b)                                 TheExecutive covenants, represents and warrants that: (i) the execution, deliveryand complete performance of this Agreement by her does not and will not breach,violate or cause a default under any contract, agreement, instrument, order,judgment or decree to which the Executive is a party or by which she is bound;and (ii) she is not a party to or bound by any employment or servicesagreement, confidentiality agreement, non-competition agreement, otherrestrictive covenant, or other obligation or agreement that would or couldprohibit or restrict her from being employed by the Company or from performingany of her duties under this Agreement.

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2.                                       Position,Duties and Responsibilities.  TheCompany shall employ the Executive during the Employment Period as its ChiefFinancial Officer, Executive Vice President, Finance, reporting to the ChiefExecutive Officer, and the Executive shall serve in the same capacity forMerisant Worldwide, Inc., Merisant US, Inc., Whole Earth Sweetener Company LLCand Merisant Foreign Holdings I, Inc. for no additional compensation. Duringthe Employment Period, the Executive shall perform the duties assigned to herhereunder faithfully, with the utmost loyalty, to the best of her abilities andin the best interests of the Company; shall devote her full business time,attention and effort to the affairs of the Company; and shall not engage in anyother business activities (whether or not for gain, profit, or other pecuniaryadvantage) or any other actions which she knows or reasonably should know couldharm the business or reputation of the Company or any of its affiliates orother related entities. Subject to the powers, authority and responsibilities vestedin the Company’s Board of Directors (the “Board”) and in duly constitutedcommittees of the Board, the Executive shall have the authority andresponsibility to direct the management and operation of the Company and shallalso perform such other duties on behalf of the Company and its affiliates andother related entities, consistent with her title and duties above, as theBoard or Chief Executive Officer may from time to time authorize or direct;provided, the Executive may engage in activities involving professional,charitable, educational, religious and similar types of organizations, speakingengagements, and management of personal investments, to the extent that suchother activities do not interfere with the performance of Executive’s dutiesunder this Agreement, or conflict with the Code of Business Conduct and Ethicsof the Company or violate the terms of any of the covenants provided in Section5 hereof.   Notwithstanding the forgoing,the Company agrees that the Executive shall be permitted to continue to serveas a director on the boards of directors of Franklin Electric and IntegrysEnergy Group to the extent that such directorships do not interfere with theperformance of Executive’s duties under this Agreement, or conflict with theCode of Business Conduct and Ethics of the Company or violate the terms of anyof the covenants provided in Section 5 hereof.

3.                                       Compensationand Benefits.

(a)                                  BaseSalary.  During the EmploymentPeriod, the Company shall pay to the Executive a base salary at the gross rateof $300,000 per annum, less required and authorized withholding and deductions(the “Base Salary”), payable in installments in accordance with the Company’sexecutive payroll policy.  The BaseSalary shall be reviewed annually, at the same time as for other seniorofficers of the Company, and increased, as determined by the Board in its discretion,but not decreased except as part of an across-the-board reduction in seniorofficer base salaries consistent with (on a percentage basis) reductions applicableto other senior officers of the Company, and any such increased (or decreased)amount shall be the Executive’s “Base Salary” for all purposes hereunderthereafter.

(b)                                 SigningBonus.  The Company shall pay to theExecutive a bonus of $150,000, less required and authorized withholding anddeductions, payable to the Executive with the first installment of theExecutive’s Base Salary immediately following the Effective Date.

(c)                                  IncentiveBonuses.  Subject to Section 4,commencing with calendar year 2007 and during each calendar year of theEmployment Period thereafter, 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)                                 ShareAppreciation Rights Plan.  TheExecutive shall be deemed an eligible participant in the Merisant Worldwide,Inc. 2005 Share Appreciation Rights Plan (the “2005 SAR Plan”), and theExecutive will be granted 108,687.38 First Level Share Units, 111,102.60 SecondLevel Share Units and 165,043.75 Third Level Share Units under the 2005 SARPlan.  If the 2005 SAR Plan is terminatedand Merisant Worldwide or its successor adopts a restricted stock, stock optionor other equity-based incentive plan, the Executive will receive an equivalentinterest under any such successor plan.

(e)                                  EmployeeBenefits.  During the EmploymentPeriod, the Executive shall be eligible to participate in such executivecompensation and deferred compensation plans, such employee benefit plans(including group health, retirement and non-qualified retirement programs), andto receive such other fringe benefits and perquisites, as the Company may makeavailable to senior executives generally, subject to all present and futureterms and conditions of such executive compensation and deferred compensationplans, benefit plans and other fringe benefits and perquisites.   The Company reserves the right in its solediscretion to alter, suspend, amend, or discontinue any and all of its employeeand fringe benefits, benefit plans, policies and procedures, in whole or inpart, at any time with or without notice, provided that the Company will notmake any change to the Executive’s employee or fringe benefits that it does notalso make on a consistent 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)                                 BusinessExpenses.  The Company shallreimburse the Executive for all expenses and disbursements reasonably incurredby the Executive in the performance of the Executive’s duties in accordanceherewith during the Employment Period, and provide such other facilities orservices as the Company and the Executive may, from time to time, agree areappropriate, in each case in accordance with the Company’s policies establishedfrom time to time for senior 

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

4.                                       Termination.

(a)                                  Notwithstandinganything to the contrary in this Agreement, the Executive’s employment shallautomatically terminate upon the Executive’s death, the Company may immediatelyterminate the Executive’s employment for Cause or Incapacity (as defined below)effective upon written notice to the Executive, and the Executive mayvoluntarily terminate her employment at any time for any reason effective uponsixty (60) days’ prior written notice to the Company.  In the event of any such termination, theExecutive shall receive her Accrued Benefits and shall not be entitled to anyother amounts from the Company. Executive’s “Accrued Benefits” are (i) any earned but unpaid base salarythrough the last day of the Period of Employment, (ii) any earned but unpaidannual cash bonus or other incentive award for the fiscal year prior to thefiscal year during which the Period of Employment ends, (iii) any accrued butunpaid vacation pay, (iv) any reimbursable business expenses or unpaidperquisites through the last day of the Employment Period, (v) any vestedbenefits, including performance awards under Company incentive plans, throughthe last day of the Employment Period in accordance with the Company’s employeebenefit plans or programs and executive compensation and deferred compensationplans, and (vi) any benefit continuation or conversion rights in accordancewith the Company’s employee benefit plans or programs.  The Executive shall also be paid her GuaranteedBonus if unpaid at the time and the effective termination date is a date afterDecember 31, 2007.  Executive’s AccruedBenefits shall be paid in a lump sum within thirty days after the date oftermination, except that Accrued Benefits payable pursuant to clause (ii), andany Guaranteed Bonus shall be paid when bonuses are paid to other seniorexecutives, and amounts payable pursuant to clause (v) and (vi) shall be paidin accordance with the applicable plan.

(i)                                     “Incapacity”means such physical or mental condition of the Executive which renders and isexpected to render the Executive incapable of performing the essentialfunctions of her position hereunder with or without reasonable accommodationfor 180 calendar days (whether consecutive or not) within any 360-calendar-dayperiod, as determined in good faith by the Board upon consultation withExecutive’s chosen physician, and, in its discretion, a physician selected bythe Board.  The Executive hereby agreesto submit to any reasonable medical examination(s) as may be recommended by theCompany’s selected physician for the purpose of determining the existence orabsence of Incapacity.  Executive alsoauthorizes any physician, surgeon, or other person attending or caring forExecutive to discuss Executive’s case fully and frankly with one or moremembers of the Board and to disclose to such member or members of the Board anyand all information the Board considers reasonable, necessary, or desirable toevaluate Executive’s condition.  IfExecutive’s physician, surgeon, or other person attending or caring forExecutive disagrees with a conclusion reached by the Board that Executive’sphysical or mental condition renders the Executive incapable of performing theessential functions of her position hereunder with or without reasonableaccommodation, Executive’s physician and Board’s physician shall jointly agreeon the selection of an independent third physician to administer all reasonablemedical examinations as such third-party physician deems required for thepurpose of determining the existence 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 following conduct by the Executive, as determined in goodfaith by the Board: (I) embezzlement, misappropriation of corporate funds,fraud, or other material acts of dishonesty; (II) conviction of any felony, orof any misdemeanor involving moral turpitude, or entry of a plea of guilty or *nolo contendere* to any such felony or misdemeanor; (III)engaging in illegal conduct or gross misconduct which causes financial orreputational harm to the Company or any of its affiliates or other relatedentities; (IV) refusal to perform or continued willful disregard of her dutiesand responsibilities (other than due to any failure resulting from incapacitydue to physical or mental illness or injury), (V) material breach of any writtenpolicy of the Company or a subsidiary, including the Company’s Code of BusinessConduct and Ethics, as in effect or amended from time to time; (VI) breach orthreatened breach of Section 5 of this Agreement (including without limitationany provision of Exhibit A hereto); (VII) material breach of any otherprovision of this Agreement; or (VIII) violation of any statutory or common lawduty of loyalty to the Company or any of its affiliates or other relatedentities.  Notwithstanding the foregoing,the Company shall not terminate the Executive’s employment pursuant to subparts(III), (IV), or (VII) of this Section 4(a)(ii) unless the Company first givesthe Executive notice in reasonable detail describing the basis for such “Cause”and a 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 suchnotice and cure shall be required as to any such grounds that are notreasonably susceptible to a cure under the circumstances).  For purposes of this Section 4(a)(ii), actsor omissions of the Executive shall not be considered “willful” if done oromitted by the Executive in good faith and with a reasonable belief that suchconduct is in the best interests of the Company.

(b)                                 Notwithstandinganything to the contrary in this Agreement, the Company may terminate theExecutive’s employment for any reason other than Incapacity or Cause or for noreason at any time by written notice to the Executive, at which time theExecutive shall be entitled to receive an amount (“Severance”) equal toeighteen (18) months’ Base Salary either through salary continuation or a lumpsum payment, or combination thereof, at the Company’s discretion.  If at the time of termination the Executivehas health coverage, then the Executive shall be entitled to continuation ofher health coverage for eighteen (18) months following the date of terminationwith premiums charged to her at active employee rates, which coverage shall beconcurrent with any COBRA benefits subject to all terms and conditions of theCOBRA Act.  The Executive shall receive apro rata (based on the portion of the year employed) target bonus under thethen current annual incentive plan for the year of termination, payable whenbonuses are paid to other senior executives. The Executive shall be entitled to her Accrued Benefits.  Executive shall receive senior executivelevel outplacement services for a period of twelve (12) months provided by anoutplacement firm selected by the Executive and approved by the Company (suchapproval not to be unreasonably withheld) 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)                                  Executivemay terminate her employment for Good Reason. If the Executive should terminate the Executive’s employment for GoodReason, the Executive will be entitled to the separation payments set forth inSection 4(b) above. The receipt of separation payments by the Executivepursuant to this Section 4(c) shall be subject to Section 4(e) herein.

(i)                                     “GoodReason” means the occurrence of any of the following without the Executive’sexpress written consent:  (i) a reductionby the Company in Executive’s base salary or target bonus opportunity as ineffect on the date of this Agreement or, in the event of a Change in Control,as in effect immediately prior to the Change in Control, it being understoodthat a change in the performance criteria applicable under any bonus plan(provided that such change, to the extent applicable, affects executives of theCompany generally), shall not be Good Reason hereunder; (ii) the Company’sfailure to keep in effect retirement, health and welfare benefits plans, andexecutive compensation plans under which Executive is eligible to receivebenefits substantially similar in value in the aggregate to the benefitsExecutive is eligible to receive under such plans as of the date of thisAgreement or, in the event of a Change in Control, the day prior to the effectivedate of the Change in Control, it being understood that a change in theperformance criteria (provided such change is not applicable solely to theExecutive) applicable for awards under any incentive or bonus plan, shall notbe Good Reason hereunder, (iii) the Company’s requiring Executive to be basedanywhere more than fifty (50) miles from where Executive’s principal place ofemployment is located on the date of this Agreement; (iv) any change in thereimbursement policy set forth in Section 3(g) as in effect on the date hereof;(v) a change in the duties or reporting responsibilities of Executive that isinconsistent in any substantial adverse respect with Executive’s positions,duties or responsibilities as in effect on the effective date of this Agreementor, in the event of a Change in Control, immediately prior to the Change inControl (including any material adverse diminution of such duties orresponsibilities); provided, however, that Good Reason shall not be deemed tooccur upon a change in duties or responsibilities that is solely and directly aresult of the Company no longer having publicly traded securities and does notinvolve any other event set forth in this paragraph; and (vi) failure byCompany to obtain a satisfactory agreement from any Successor (as defined inSection 8) to assume and agree to perform this Agreement as provided in Section8.  Notwithstanding the foregoing, theExecutive shall not be deemed to have terminated the Period of Employment forGood Reason unless the Executive gives written notice to the Company stating inreasonable detail the events which constitute Good Reason, such notice to begiven within the later of (i) thirty (30) days of the occurrence of such eventor (ii) the date the Executive knows of the event constituting Good Reason and,if such failure or breach is reasonably susceptible to cure, the Company doesnot effect a cure within such thirty (30) day period.

(ii)                                  “Changein Control” means either:

(1)                                  acquisitionby any individual, entity or group (a “Person”), including any “person” withinthe meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), of beneficial ownership, within themeaning 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)                                  individualswho, as of the date of this Agreement, constitute the Board of Directors ofMerisant Worldwide, Inc. (the “Incumbent Board”) cease for any reason toconstitute at least a majority of such Board; provided that any individual whobecomes a director of Merisant Worldwide, Inc., subsequent to the date of thisAgreement, whose election, or nomination for election by the MerisantWorldwide, Inc.’s stockholders, was approved by the vote of at least a majorityof the directors then comprising the Incumbent Board shall be deemed a member ofthe Incumbent Board; and provided further, that any individual who wasinitially elected as a director of the Company as a result of an actual orthreatened election contest, as such terms are used in Rule 14a-11 ofRegulation 14A promulgated under the Exchange Act, or any other actual orthreatened solicitation of proxies or consents by or on behalf of any Personother than the Board shall not be deemed a member of the Incumbent Board; or

(3)                                  consummationof a reorganization, merger or consolidation or sale or other disposition ofall or substantially all of the assets of Merisant Worldwide, Inc. (a “CorporateTransaction”); excluding, however, a Corporate Transaction pursuant to which(x) all or substantially all of the individuals or entities who are theBeneficial Owners, respectively, of the Outstanding Common Stock and theOutstanding Voting Securities immediately prior to such Corporate Transactionwill beneficially own within the meaning of Rule 13d-3 promulgated under theExchange Act (“Beneficially Own”) directly or indirectly, more than fiftypercent (50%) of, respectively, the outstanding shares of common stock, and thecombined 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)                                 TheExecutive understands and agrees that the termination of her employment due tothe expiration of the Employment Period following a notice by the Companypursuant to Section 1(a) that the Company will not extend (or further extend)the Employment Period (a “Non-Renewal”) shall not constitute or be considered atermination pursuant to Section 4(a) or 4(b), and shall entitle the Executiveto her Accrued Benefits and no other amounts; provided, if the Company givesExecutive notice of Non-Renewal and Executive’s employment is terminated by theCompany on or after the resulting expiration of the Employment Period, thenExecutive shall receive a pro rata (based on the portion of the year employed)target bonus for the year of such termination, payable when bonuses are paid toother senior executives.

(e)                                  Notwithstandingany of the foregoing to the contrary, if during the period that commences upona Change in Control and ends eighteen (18) months after a Change in Control,the Company should terminate the Employment Period without Cause or theExecutive should terminate the Period of Employment for Good Reason, theExecutive shall be entitled to the same separation payments and benefits asprovided under paragraphs (b) and (c) of this Section 4, subject to thefollowing modifications: (i)  theSeverance shall be paid in a lump sum within thirty (30) days following theExecutive’s termination of employment; and (ii) the pro rata bonus referred toin paragraph (b) shall (x) be paid within thirty (30) days following theExecutive’s termination of employment and (y) be based on the Executive’starget bonus under the Company’s Annual Incentive Plan or other annual bonusplan for the fiscal year in which the Executive’s termination of employmentoccurs.  Notwithstanding anything in theabove to the contrary, amounts shall also be payable under this paragraph (e)if such termination occurs prior to a Change in Control and it is reasonablydemonstrated by the Executive that such termination of employment (x) was atthe request of a third party who has taken steps 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)                                    Asa condition of the receipt of the separation payments and benefits underparagraphs (b),  (c), (d) and (e) of thisSection, the Executive must execute a separation agreement, in form andsubstance reasonably satisfactory to the Company and the Executive, containingprovisions under which the parties (i) release each other, including the Company,its subsidiaries 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 thisAgreement, may seek recovery of payments received by the Executive under thisAgreement and shall be entitled to monetary damages and an injunction,restraining order or other equitable relief restraining any such materialbreach.  If an arbitrator determines thatthe Company, its subsidiaries or the officers, employees and agents of theCompany have materially breached the terms of such separation agreement, theExecutive shall be entitled to monetary damages and an injunction, restrainingorder or other equitable relief restraining any such material breach.

(g)                                 Anytermination of the Executive’s employment shall automatically effectuate theExecutive’s removal from any and all officer positions that the Executive thenholds with the Company as of the effective termination date.  Any and all payments to the Executive underthis Agreement shall be reduced by required or authorized withholding anddeductions.

(h)                                 TheExecutive shall be entitled to all benefits (including incentive awards andseverance) provided to senior executives of the Company (excepting the ChiefExecutive Officer) in the event of a Change of Control.

(i)                                     Upontermination of the Period of Employment, the Executive shall be under noobligation to seek other employment or otherwise mitigate the obligations ofthe Company under this Agreement. Amounts due to the Executive under this Agreement shall not be subjectto offset by the Company for any claims the Company may have against theExecutive, unless otherwise specifically agreed to in writing by the Executive.

(j)                                     Ifthe Executive incurs an excise tax imposed on “excess parachutes payments”under Internal Revenue Code Section 4999, as defined in Section 280G of theCode or any additional tax under Section 409A of the Code, in each case on accountof any amount paid or payable to, or for the benefit of, the Executive by theCompany or its stockholders or affiliates in respect of obligations of theCompany, in each case, in respect of 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 amount thereremains a balance sufficient to pay taxes actually due and payable on the taxreferred 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-CompetitionAnd Non-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) monthsfollowing termination of employment for any other reason, the Executive shallnot, in any manner, directly or indirectly (without the prior written consentof the Company): (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)                                  EffectOf Material Breach.  In the event theExecutive materially breaches the provisions of paragraphs (a) or (b) of thisSection 6, the Company may immediately cease all payments to the Executiveunder this Agreement, may seek recovery of payments received by the Executiveunder this Agreement and shall be entitled to seek an injunction, restrainingorder or other equitable relief restraining any such material breach, andmonetary damages for such material breach; provided, however, that nothing inthe preceding shall prohibit or otherwise impact the Executive’s right orability to dispute that a material 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 onthe payroll records of the Company.  Allsuch notices, 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.                                       Mediationand Arbitration.

(a)                                  Exceptfor claims or disputes under Section 5 or Exhibit A, the Executive andthe Company agree that, to the extent permitted by law, all claims or disputesarising out of or relating to this Agreement, the parties’ employmentrelationship, or the termination of such relationship that may exist or arisebetween the Executive and the Company, or any subsidiary, parent, affiliate,other related entity, benefit plan, successor or permitted assign of theCompany, or any owner, director, officer, member, employee, owner, shareholder,agent, or representative of any of them (in their respective capacities assuch) shall in the first instance be submitted for non-binding mediation inChicago, Illinois, in accordance with the Employment Mediation procedures ofthe American Arbitration Association (“AAA”) (as in effect or amended from timeto time) not later than thirty (30) days after any such dispute arises.  Company and Executive agree that allapplicable statutes of limitation shall be tolled during the mediationprocess.  In no event, however, shalleither party be required to refrain from initiating arbitration as detailed inparagraph 9(b) below if the parties have been unable to arrive at settlementwithin thirty (30) days following the initial meeting of the parties with themediator.

(b)                                 Exceptfor claims or disputes under Section 5 or Exhibit A, the Executive andthe Company agree that, to the extent permitted by law, all claims or disputesarising out of or relating to this Agreement, the parties’ employmentrelationship, or the termination of such relationship that may exist or arisebetween the Executive and the Company, or any subsidiary, parent, affiliate,other related entity, benefit plan, successor or permitted assign of theCompany, or any owner, director, officer, member, employee, owner, shareholder,agent, or representative of any of them (in their respective capacities assuch) shall be submitted for binding arbitration in Chicago, Illinois andresolved by a member of a Chicago, Illinois arbitration panel (or by such otherarbitrator or in such other place to which the parties agree) in accordancewith the National Rules for the Resolution of Employment Disputes of the AAA(as in effect or amended from time to time), except as set forth below.  Claims subject to arbitration hereunderinclude without limitation claims 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)                                  Notwithstandingthe fact that the Company and the Executive have entered into this individuallynegotiated Employment Agreement, the cost of arbitration shall be allocatedaccording to the AAA’s rules for allocating the cost of arbitration pursuant toan employer-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)                                 Thearbitrator shall have no power to modify the provisions of this Agreement (exceptpursuant to Section 14 herein or Exhibit A), or to make an award orimpose a remedy that is not available to a court of general jurisdictionsitting in Chicago, Illinois or that was not requested by a party to the claimor dispute, and the jurisdiction of the arbitrator is limited accordingly.  The arbitrator shall apply the substantiveinternal law of the state of Illinois, except as otherwise required bylaw.  The arbitrator’s decision or awardshall be final and binding, and judgment thereupon may be entered in anyIllinois or other court having jurisdiction thereof.

(e)                                  Notwithstandingthe foregoing, the Company may in its discretion immediately pursue any and allavailable legal and equitable remedies for the Executive’s violation of anyprovision of Section 5 or Exhibit A in any court of competentjurisdiction.

10.                                 AmendmentAnd Waiver.  This Agreement may notbe amended orally and may only be amended by written instrument signed by bothparties (subject to Section 14 herein and Exhibit A).  A waiver by either party hereto of any of itsrights or remedies under this Agreement on any occasion shall not be a bar tothe exercise of the same right or remedy on any subsequent occasion or of anyother right or remedy at any time.

11.                                 GoverningLaw. This Agreement shall be governed by the internal laws of the state ofIllinois, without regard to its conflict of laws rules.

12.                                 Headings;Construction.  The Section headingsused herein are for convenience of reference only and are not to be consideredin construction of the provisions of this Agreement.  The use of the word “including” in thisAgreement shall be by way of example rather than by limitation.

13.                               EntireAgreement and Survival. This Agreement (including Exhibit A and ExhibitB hereto) contains the entire agreement between the parties with respect tothe subject matter 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.                                 ConditionPrecedent.  This Agreement and theExecutive’s employment hereunder will not be effective unless and until theBoard duly approves this Agreement and each of the Boards of Directors of theCompany, Merisant Worldwide Inc., and Merisant Company appoints Executive tothe position of Chief Financial Officer, Executive Vice President, Finance ofeach of the corporations.  This Agreementshall be null and void and shall be of no force and effect in the event thatthe Board does 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 of any inconsistency between this Agreement and any otheragreement, plan, award or program, this Agreement shall control.

19.                                 Compliancewith Section 409A.  Notwithstandingany of the foregoing to the contrary, if any payments of money, delivery ofshares of Company stock or other benefits due to the Executive hereunder couldcause the application of an accelerated or additional tax under Section 409A ofthe Internal Revenue Code, such payments, delivery of shares or other benefits(x) shall, if compliance with Section 409A of the Code can be effected bydelaying such payments, delivery of shares or other benefits, be delayed untilthe earliest date on which such payments, delivery of shares or other benefitsmay be made without causing the application of an accelerated or additional taxunder Section 409A of the Code, and (y) if compliance with Section 409A of theCode cannot be effected by delaying such payments, delivery of shares or otherbenefits, may be restructured, to the extent possible, in a manner, determinedby the Company and reasonably acceptable to the Executive, that does not causesuch accelerated 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 officersliability insurance, 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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