Employment Agreement, Church & Dwight Co., Inc. and Louis H. Tursi



 Exhibit 10(w) 
  
 7/13/04 
  
 Terms of Employment 
 Louis Tursi
(“Executive”) 
 At Church & Dwight Co., Inc. (“Company”) 
  

					
	 Item

	  	 Provision

	  	 
	1.	  	Term of Employment	  	 •      At-will

			
	2.	  	 Position; Title; Duties;
 Responsibilities; Reporting; Place of
 Business
	  	 •      Vice President Domestic Consumer Sales
  
 •      Reporting
to the President and Chief Executive Officer of the Company
  
 •      Place of business is Princeton, New Jersey

			
	3.	  	Base Salary	  	 •      $300,000 per annum
  
 •      Periodic
reviews as and when determined by the Board

			
	4.	  	 Annual Short-Term Incentive
 Compensation
	  	 •      Participation in Company’s short-term incentive compensation
plans
  
 •      Bonus target 45% of Base Salary, maximum of 90 % per annum
  
 •      Bonus for 2004 will be prorated based on actual commencement of employment; and paid at
a minimum of target or actual, whichever is higher

			
	5.	  	 Annual Long-Term Incentive
 Compensation
	  	 •      Participation in Company’s equity-based incentive compensation plans starting with 2005
awards

			
	6.	  	Sign-on Award and Bonus	  	 •      15,000 stock options to be granted at fair market value on the
date of grant; all options vest on the third anniversary of the date of grant; ten-year term
  
 •      $30,000 signing bonus to be paid upon commencement of employment

			
	7.	  	Employee Benefits	  	 •      Participation in all benefit programs made available to Company
employees and senior executives on similar terms and conditions as other senior executives
  
 •      4 weeks vacation per year

			
	8.	  	 Reimbursement of Business
 Expenses
	  	 •      Reimbursement for all business expenses in accordance with Company
policies
  
 •      Reimbursement for the relocation expenses in accordance with Company policies










					
	9.	  	Termination of Employment	  	 
	 	  	 (a)    Death
	  	 •      Base Salary to date of death
  
 •      Pro-rated
bonus to date of death, based on 100% of target
  
 •      Benefits and option treatment in accordance with plans

			
	 	  	 (b)    Disability
	  	 •      Base Salary to date of termination by reason of
Disability
  
 •      Pro-rated bonus to date of termination, based on 100% of target
  
 •      Benefits and option treatment in accordance with plans

			
	 	  	 (c)    Termination by Company Without Cause or by Executive for Good Reason
	  	 •      Base Salary to date of termination
  
 •      Base
Salary and continuation of health and life insurance benefits under the employment agreement for 12 months
  
 •      Pro-rated bonus to date of termination, based on actual performance
  
 •      Benefits
and option treatment in accordance with plans
  
 •      Outplacement services up to $50,000 in cost

			
	 	  	 (d)    Voluntary Termination; Termination for Cause
	  	 •      Base Salary to date of termination
  
 •      Benefits
and option treatment in accordance with plans

			
	10.	  	Indemnification	  	 •      Executive to be indemnified on items available to officers and directors to extent permitted by
Company’s Charter and Bylaws

			
	11.	  	Confidential Information	  	 •      Standard, including unlimited non-disclosure of Company confidential information, employment terms
and employment information

			
	12.	  	Executive Obligations Upon Termination or Breach	  	 •      Executive will be subject to non-competition and non-solicitation
of Company employees covenants for 12 months following termination
  
 •      Non-disparagement (mutual)
  
 •      All Company materials to be returned prior final day of employment
  
 •      Company
entitled to injunctive relief in addition to all other remedies available at law or in equity
  
 •      Executive must execute a waiver and general release in a form satisfactory to the
Company in order to be entitled to severance and other payments and benefits described in the termination provisions above.


  

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	13.	  	Dispute Resolution	  	 •      Arbitration in Princeton pursuant to National Rules for the Resolution of Employment Disputes, as
amended, of the American Arbitration Association

			
	14.	  	Definitions	  	 
			
	 	  	 (a)    Good Reason
	  	 •      Decrease in sum of base salary and target annual incentive from
commencement of employment
 •      After a Change in Control, material diminution
of Executive’s responsibilities
 •      Any relocation of Executive’s
principal site of employment to a location more than 50 miles from Princeton, NJ
 •      Material breach of this agreement by Company after receipt of written notice from Executive which remains uncured for 30-day period thereafter
 •      Executive must exercise right of termination within 60 days of occurrence of triggering
event by written notice to Company

			
	 	  	 (b)    Change in Control
	  	 •      Any person, group or entity acquires 50% or more of Company’s
issued and outstanding voting equity
 •      Director composition change of 50%
or more over any 24-month period (unapproved by 2/3’s of “Incumbent Directors”)
 •      Merger, consolidation, sale of all or substantially all assets or other transaction approved by shareholders unless 50% or more continuing ownership
 •      Employment terms will survive a Change in Control

			
	 	  	 (c)    Cause
	  	 •      Executive’s substantial failure to discharge duties and
responsibilities under this agreement for any reason other than permanent and total incapacity by reason of sickness, accident or other physical or mental disability (as defined in the Company’s long-term disability program then in effect),
after being given written notice and an opportunity to cure
 •      Any act of
willful misconduct, dishonesty or fraud involving the Company
 •      Any breach
of Executive’s fiduciary duties to the Company


  

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	 	  	 (d)    Competition
	  	 •      Executive prohibited from employment with any business within a company or corporation which
sells any products (i) which represent (in the aggregate) 20% or more of such business’ revenues and (ii) which compete with any products sold by the Company or any subsidiary or division thereof for which Executive was directly employed, and
(iii) for which Executive would perform substantially similar employment functions to those performed at the Company

			
	 	  	 (e)    Confidential Information
	  	 •      All information concerning the business of the Company or any subsidiary or division thereof,
including without limitation, information relating to any of their products, product development, trade secrets, customers, suppliers, finances, and business plans and strategies other than information which properly becomes part of the public
domain

			
	 	  	 (f)     Disability
	  	 •      Permanent and total incapacitation by reason of sickness, accident or other physical or mental
disability (as defined in the Company’s long-term disability program then in effect)


  

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