8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): January 27, 2016

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-10585	13-4996950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Charles Ewing Boulevard, Ewing, New Jersey	08628
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (609) 806-1200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2016, the Board of Directors (the “Board”) of Church & Dwight Co., Inc. (the “Company”) approved amendments (“Amendments”) to the Company’s form of change in control and severance agreements with its executive officers (the “Revised Form of Change in Control and Severance Agreement”). The Company intends to enter into the Revised Form of Change in Control and Severance Agreement with each executive officer who is a party to the Company’s existing change in control and severance agreements and each other person who becomes an executive officer of the Company.

The Amendments provide for the following material changes to the form of change in control and severance agreement:

• revised the definition of “cause” so that, as modified, “cause” means the executive’s dishonesty, fraud, willful misconduct or refusal to follow or comply with the lawful direction of the Company (for any reason other than illness or incapacity, and provided that such refusal is not based on the executive’s good faith compliance with applicable legal or ethical standards), as determined by the Board in its sole discretion;

• provided clarification that a change in control must actually occur in order for any executive to be entitled to receive change in control severance benefits by virtue of such executive’s employment being terminated prior to such change in control;

• amended the post-termination group medical coverage provision to provide that, if the executive ceases to be eligible for COBRA continuation coverage or if the receipt by the executive of such coverage would result in the imposition of an excise tax on the Company or the violation of any applicable law, then, the Company will instead pay to the executive during the applicable welfare benefit continuation period a monthly payment equal to the amount the Company would have paid had the executive continued participation in the Company’s group welfare benefit plans;

• amended the post-termination group life insurance coverage provision to provide that the Company will pay to the executive a monthly cash payment during the applicable welfare benefit continuation period equal to the monthly premium amount applicable for the executive to continue to receive the same basic level of life insurance coverage in effect for executives under the Company’s group life insurance plans at the time of the executive’s employment termination. The amount of such monthly premium will be communicated by the applicable insurance carrier to the Company within thirty (30) days following the executive’s employment termination. However, if no such amount is communicated, the amount of such monthly premium will be equal to the applicable monthly premium amount in effect for such coverage under the Company’s group life insurance plans at the time of the executive’s employment termination;

• provided a requirement that the executive’s receipt of severance payments is conditioned on the executive’s continued compliance with the restrictive covenant obligations in the agreement;

• provided a requirement that the executive’s receipt of healthcare continuation, life insurance and outplacement benefits is conditioned on the executive’s execution of a general release of claims in favor of the Company; and

• for the chief executive officer’s agreement only, (i) increased the change in control severance from two (2) times to three (3) times the sum of annual base salary and the target bonus amount for the year of termination, (ii) increased the non-change in control severance payment from one (1) times to two (2) times the annual base salary, (iii) extended the welfare benefit continuation period from 24 months to 36 months for a change-in-control related termination and from 12 months to 24 months for a non-change-in-control related termination, (iv) extended the length of the non-competition period from two (2) years to three (3) years for a change-in-control related termination and from one (1) year to two (2) years for a voluntary termination by the executive not for “good reason,” (v) extended the length of the non-solicitation period from two (2) years to three (3) years for a change-in-control related termination and from one (1) year to two (2) years for a non-change-in-control related termination or a voluntary termination by the executive not for “good reason,” and (vi) added a requirement that the executive resign from the Board in the event of any termination of executive’s employment.

The foregoing descriptions of the changes to the Company’s change in control and severance agreements are qualified in their entirety by the form of Revised Form of Change in Control and Severance Agreement for Matthew T. Farrell attached hereto as Exhibit 10.1 and the form of Revised Form of Change in Control and Severance Agreement for the Company’s executive officers (other than Matthew T. Farrell) attached hereto as Exhibit 10.2, each of which is incorporated herein by reference.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 27, 2016, the Board approved amendments to Article II, Section 4 and Article IV, Section 3 of the Company’s bylaws to clarify that special meetings of stockholders or the Board may be called at any time for any purpose or purposes by the Chairman or the Chief Executive Officer of the Company. These amendments were made to recognize that the roles of the Company’s Chairman and Chief Executive Officer may be separate or combined. As of January 4, 2016, the roles of the Company’s Chairman and Chief Executive Officer are held separately.

The summary of the bylaw amendment is qualified in its entirety by reference to the Amended and Restated Bylaws, attached as Exhibit 3.1 to this Current Report on Form 8-K.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
3.1	Amended and Restated Bylaws, as amended on January 27, 2016
10.1	Amended and Restated Change in Control and Severance Agreement, to be entered into by and between the Company and Matthew T. Farrell
10.2	Form of Amended and Restated Change in Control and Severance Agreement for Officers (other than Matthew T. Farrell)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHURCH & DWIGHT CO., INC.
Date: February 2, 2016	By:	/s/ Patrick de Maynadier
	Name:	Patrick de Maynadier
	Title:	Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit	Description
3.1	Amended and Restated Bylaws, as amended on January 27, 2016
10.1	Amended and Restated Change in Control and Severance Agreement, to be entered into by and between the Company and Matthew T. Farrell
10.2	Form of Amended and Restated Change in Control and Severance Agreement for Officers (other than Matthew T. Farrell)

EX-3.1

EXHIBIT 3.1

BY-LAWS

Of

CHURCH & DWIGHT CO., INC.

A Delaware Corporation

As Amended and Restated as of January 27, 2016

ARTICLE I

OFFICES

SECTION 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 2. The Corporation may also have offices at such other places, within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 1. The Annual Meeting of Stockholders and all Special Meetings of Stockholders shall be held at the registered office of the Corporation, or at such other place within or without the State of Delaware as may be fixed from time to time by the Board of Directors.

SECTION 2. Annual Meetings of Stockholders shall be held at a time and on a day designated by the Board of Directors within the months of April, May or June of each year. At such Meeting the Stockholders shall elect directors and transact such other business as may properly be brought before the meeting.

SECTION 3. Notice of each Annual Meeting, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and shall be given in the manner set forth in Article VI of these By-Laws not less than ten nor more than sixty days before the date of the meeting, to each Stockholder entitled to vote at such meeting.

SECTION 4. Special Meetings of Stockholders may be called at any time for any purpose or purposes by the Chairman or the Chief Executive Officer or, at the request of either of them or at the request of a majority of directors then in office, by the Secretary.

SECTION 5. Notice of each Special Meeting, shall be given in the manner set forth in Article VI of these By-Laws not less than ten nor more than sixty days before the date of the meeting, to each Stockholder entitled to vote at such meeting. Each such notice of Special Meeting shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and shall indicate the person or persons calling the meeting.

SECTION 6. Except as otherwise required by law or the Certificate of Incorporation, the presence in person or by proxy of holders of a majority of the votes entitled to be cast at a meeting of Stockholders shall be necessary, and shall constitute a quorum, for the transaction of business at such meeting. If a quorum is not present or represented by proxy at any meeting of Stockholders, the holders of a majority of votes entitled to be cast at the meeting who are present in person or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented by proxy. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given in the manner set forth in Article VI to each Stockholder of record entitled to vote at the meeting.

SECTION 7. At any meeting of Stockholders each Stockholder having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law, each Stockholder of record shall be entitled to the number of votes for each share of stock as determined in accordance with Article FOURTH of the Certificate of Incorporation for each share of stock entitled to vote standing in his name on the books of the Corporation. Except as otherwise provided by law or in the Certificate of Incorporation or by these By-Laws, at all meetings of Stockholders where a quorum is present, all matters shall be decided by the vote of the majority in voting interest of the Stockholders present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

SECTION 8. Each Stockholder entitled to vote at any meeting of Stockholders may, to the fullest extent permitted by law, authorize another person or persons to act for such Stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission, or by such other means as shall otherwise be permitted from time to time by law. Every proxy shall be revocable at the pleasure of the Stockholder executing it, except in those cases where an irrevocable proxy is permitted by law and the proxy indicates that it is intended to be irrevocable. No proxy shall be valid more than three years after its date, unless the proxy provides for a longer period.

SECTION 9. If Authorized by the Board of Directors, in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, Stockholders and proxy holders not physically present at a meeting of Stockholders may be means of remote communication, to the fullest extent permitted by law: (a) participate in a meeting of stockholders, and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication.

ARTICLE III

DIRECTORS

SECTION 1. The Board of Directors shall manage the business of the Corporation and shall have and may exercise all the powers of the Corporation except in cases where such power is reserved to the Stockholders by law, the Certificate of Incorporation or these By-Laws.

SECTION 2. The number of directors which shall constitute the entire Board of Directors shall be such number, not less than three nor more than fifteen, as shall be determined by the Board of Directors in accordance with Article FIFTH of the Certificate of Incorporation. As used in these By-Laws, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

SECTION 3. Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, the directors shall be elected at the Annual Meeting of the Stockholders by written ballot, and each director shall serve until the third succeeding Annual Meeting of Stockholders. Each director nominee shall be elected by the affirmative vote of the majority of the votes cast with respect to the nominee at any meeting for the election of directors at which a quorum is present, provided that if as of a date that is 14 days in advance of the date the corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast by Stockholders present in person or represented by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section 3, a majority of the votes cast means that the number of shares voted “for” a nominee’s election must exceed the number of votes cast “against” that nominee’s election. Abstentions and broker non-votes are not counted as votes for or against any nominee. If directors are to be elected by a plurality of the votes cast, Stockholders shall not be permitted to vote against a nominee. Notwithstanding the foregoing, if authorized by the Board of Directors, the election of directors may be, to the fullest extent permitted by law, by a ballot submitted by electronic transmission or by such other means as may be permitted from time to time by law.

SECTION 4. Any of the directors may be removed and the resulting vacancy filled only in accordance with Article FIFTH of the Certificate of Incorporation.

SECTION 5. The books of the Corporation, except such as are required by law to be kept within the State of Delaware, may be kept at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine.

SECTION 6. The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of any or all directors for services to the Corporation as directors, officers or otherwise.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. The first meeting of each newly elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders an at the place thereof, and no notice of such meeting need be given to the newly elected directors. If such first meeting is not so held, it shall be held at a time and place specified in a notice given in the manner provided for notice of special meetings of the Board of Directors.

SECTION 2. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such times and at such places within or without the State of Delaware, as shall from time to time be determined by the Board.

SECTION 3. Special meetings of the Board of Directors may be called by the Chairman or the Chief Executive Officer or at the request of either of them or at the request of any five directors by the Secretary on at least two days’ notice to each director.

SECTION 4. Whenever notice of a meeting of the Board of Directors is required, the notice shall be given in the manner set forth in Article VI of these By-Laws and shall state the place, date and hour of the meeting. Except as provided by law, the Certificate of Incorporation or other provisions of these By-Laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice thereof.

SECTION 5. Except as otherwise required by law or the Certificate of Incorporation or other provisions of these By-Laws, a majority of the directors in office shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is not present at any meeting of directors, a majority of the directors present at such meeting may adjourn the meeting from time to time, without notice of the adjourned meeting other than announcement at the meeting.

SECTION 6. Any action of the Board of Directors which is required to be taken at a meeting may be taken without a meeting if written consent to the action is signed by all the members of the Board of Directors and filed with the minutes of the Board of Directors.

ARTICLE V

COMMITTEES

SECTION 1. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other committees, each consisting of two or more directors. The Board of Directors may designate in like manner one or more of its members to serve as alternates on such committees. To the extent permitted by law, the Executive Committee shall have and exercise all the authority of the Board of Directors, except as the Board shall otherwise expressly provide, and the other committees shall have such authority as the Board shall provide by resolution adopted by a majority of the entire Board. The

Board of Directors, acting as aforesaid, shall have power at any time to change the membership of any such committees, to fill vacancies in the membership thereof, and to discharge any such committees.

SECTION 2. Each committee, as and when the Board of Directors shall require, shall keep records of its actions and report upon the same to the Board. Unless the Board shall otherwise provide, a majority of the members of any committee may determine its actions and the procedures to be followed at its meetings, and may fix the time and place of its meetings.

SECTION 3. Any action of any committee which is required to be taken at a meeting may be taken without a meeting if written consent to the action is signed by all the members of the committee and filed with the records of the committee.

ARTICLE VI

NOTICES AND WAIVERS THEREOF

SECTION 1. Whenever notice is required to be given to any Stockholder, such notice shall be given personally, by mail or by such other means as shall otherwise be permitted from time to time by law. If mailed, such notice shall be deemed given when deposited in the United States mail, with postage thereon prepaid, directed to the Stockholder at his address as it appears on the record of Stockholders.

SECTION 2. Whenever notice is required to be given to any director, the notice shall be given personally (including by telephone), or by mail, telegram, cable, by mail, other public instrumentality or by such other means as shall otherwise be permitted from time to time by law. Such notice shall be deemed given, if (i) mailed, when deposited in the United States mail, with postage thereon prepaid (ii) telegraphed, cabled or sent by other public instrumentality, when delivered to the telegraph company, cable company, or other public instrumentality, directed to the director at his business address (or, if he shall have filed with the Secretary a written request that notices to him be directed to some other address, then directed to him at such other address) or (iii) given by such other means, when provided for from time to time by law.

SECTION 3. Whenever any notice is required to be given to any stockholder or any director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the meeting, shall be deemed equivalent to the giving of such notice. In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting the lack of notice prior to the meeting or at its commencement, and any director attending a meeting of the Board of Directors without protesting the lack of notice prior to the meeting or at its commencement, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE VII

OFFICERS

SECTION 1. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of each newly elected Board of Directors following the Annual Meeting of Stockholders. Vacancies among these officers may be filled and additional such officers may be

elected by the Board of Directors at any regular or special meeting of the Board of Directors. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and such other officers of the Corporation as the Board of Directors may from time to time determine to be desirable. The Board of Directors may also elect from among their number a Chairman of the Board who also shall be an officer of the Corporation. Any two or more such offices may be held by the same person. The Board of Directors shall designate one officer as Chief Executive Officer, and may designate one officer as Chief Operating Officer. The Vice President Finance shall be the Chief Financial Officer wherever said designation is legally required.

SECTION 2. An officer shall hold office for such term as the Board of Directors shall determine. Any officer elected or appointed by the Board of Directors may be removed at any time, for cause or without cause, by the Board of Directors.

SECTION 3. The compensation of all officers of the Corporation shall be fixed by the Board of Directors or in such manner as it may provide.

SECTION 4. The Chairman of the Board, if there be a Chairman, shall preside at all meetings of stockholders and of the Board of Directors at which he shall be present, and shall have such other duties as from time to time may be assigned to him by the Board of Directors or by these By-Laws. If there be no Chairman, or in his absence or disability, the President shall preside at all meetings of stockholders and of the Board of Directors.

SECTION 5. The Chief Executive Officer of the Corporation shall have general and active management of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall see that all orders and resolutions of the Board are carried into effect. The Chief Executive Officer shall have the authority, in his discretion, to vote, or give a proxy to vote, the stock of the Corporation’s subsidiaries held in the name of the Corporation at meetings of stockholders of such subsidiaries, or to consent on behalf of the Corporation to any action of stockholders in lieu of a meeting.

SECTION 6. In the absence or disability of the Chief Executive Officer, the Chief Operating Officer, if there be one, shall perform the duties and exercise the powers of the Chief Executive Officer unless the Chief Executive Officer in contemplation of his absence shall in writing have designated some other officer of the Corporation to perform the duties and exercise the powers of the Chief Executive Officer. If there be no Chief Operating Officer, then the officers of the Corporation in order of their seniority shall perform the duties and exercise the powers of the Chief Executive Officer, unless the Board of Directors shall otherwise direct.

SECTION 7. The Chief Executive Officer may also appoint one or more officers of any division or department of the Corporation, with duties and power limited to such division or department, but no such division or department officer shall be deemed to be an officer of the Corporation by virtue of such appointment.

SECTION 8. The other officers and the agents and employees of the Corporation shall each generally assist the Chief Executive Officer and have such powers and perform such duties in the management of the property and affairs of the Corporation, subject to the control of the Board of

Directors and the Chief Executive Officer, as generally pertain to their respective offices, as well as such powers and duties as from time to time may be prescribed by the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE VIII

CERTIFICATE FOR SHARES

SECTION 1. The shares of the Corporation will be represented by certificates unless the Board of Directors by resolution provides that some or all of any classes or series of stock will be uncertificated shares. Any such resolution will not apply to shares represented by a certificate until the certificate is surrendered to the Corporation, and any such resolution may provide that, notwithstanding the resolution’s authorization of uncertificated shares, every holder of stock of the affected class or classes or series represented by certificates and upon request every holder of uncertificated shares of the affected class or classes or series will be entitled to have a certificate representing shares. Certificates representing shares of stock of the Corporation shall be in such form as the Board of Directors may from time to time prescribe, signed by the Chairman, President or a Vice President, and by the Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof.

SECTION 2. The signatures of the officers of the Corporation or the officers of the transfer agent or registrar upon a certificate may be facsimiles. If any such officer who has signed, or whose facsimile signature has been placed upon a certificate, shall cease to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

SECTION 3. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation or, if the issuance of uncertificated shares has been duly authorized for the relevant class or series, uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion, may prescribe such terms and conditions precedent to the issuance of the new certificate or uncertificated shares as it deems expedient, and may require such indemnities as it deems adequate to protect the Corporation from any claim that may be made against it with respect to any certificate alleged to have been lost or destroyed.

SECTION 4. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of lawful succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation or, if the issuance of uncertificated shares has been duly authorized for the class or series represented by such surrendered certificate, uncertificated shares shall be issued to the person entitled thereto, the old certificate shall be cancelled, and the transaction shall be recorded upon the books of the Corporation.

SECTION 5. The Board of Directors may fix in advance a date as the record date for determination of the Stockholders entitled to notice of or to vote at any meeting of Stockholders,

or to receive payment of any dividend or allotment of any rights, or to take or be the subject of any other action. Such date shall be not less than ten nor more than sixty days before the date of such meeting nor more than sixty days prior to any other action. If no record date is so fixed, the record date shall be as provided by law. When a determination of Stockholders entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

SECTION 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and the Corporation shall be entitled to hold a person registered on its books as the owner of shares liable for calls and assessments, if any may legally be made, and shall not be bound to recognize any equitable or other claim to or interest in shares of its stock on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX

INDEMNIFICATION

SECTION 1. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption, or (iv) for any transaction from which the director derived an improper personal benefit.

SECTION 2. Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in this Section 2, the Corporation shall indemnify any such

person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 2 shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition as authorized by the Board of Directors; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director, officer, employee or agent of the Corporation in his or her capacity as such in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director, officer, employee or agent of the Company, to repay all amounts so advanced if it shall ultimately be determined that such director, officer, employee or agent of the Corporation is not entitled to be indemnified as authorized by this Section.

SECTION 3. If a claim under subparagraph (b)(1) is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct that makes it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 4. The indemnification rights provided by this Article, including the right to right to be paid by the Corporation the expenses incurred in defending a proceeding in advance of its final disposition, shall be considered a contract between the Corporation and such person, and no modification or repeal of such indemnification rights, nor the adoption of any provision of the Certificate of Incorporation or the By-Laws of the Corporation, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of the indemnification rights in respect of any acts or failure to act occurring before such modification, repeal or adoption.

SECTION 5. The indemnification rights provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity, and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

SECTION 6. The Corporation may purchase and maintain insurance on behalf of itself or any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Article.

SECTION 7. The provisions of this Article shall be deemed retroactive and shall provide all indemnity provided by the other sections of this Article IX for all acts and omissions of the officers and directors of the Corporation since the date of incorporation.

ARTICLE X

GENERAL PROVISIONS

SECTION 1. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its creation, the words “Corporate Seal Delaware”, and such other appropriate legend as the board of Directors may from time to time determine. When so authorized by the Board or a duly empowered committee thereof, a facsimile thereof may be affixed or reproduced in lieu of the corporate seal.

SECTION 2. The fiscal year of the Corporation shall end on December 31 in each year.

SECTION 3. Stockholders shall have no right except as conferred by statute, to inspect any books, papers or accounts of the Corporation.

ARTICLE XI

AMENDMENTS

SECTION 1. These By-Laws may be amended or repealed, and new By-Laws may be adopted, amended or repealed by the Board of Directors or by the stockholders at any regular or special meeting.

The undersigned, duly elected, qualified and acting Secretary of Church & Dwight Co., Inc. hereby certifies that the foregoing are the re-stated By-Laws of Church & Dwight Co., Inc., duly adopted by the stockholders at their annual meeting May 9, 1972 as amended thereafter on May 5, 1980, March 25, 1981, May 25, 1988, September 23, 1992, January 31, 2001, October 31, 2007, January 28, 2009, February 1, 2012 and January 27, 2016.

/s/ Patrick de Maynadier

Patrick de Maynadier

Executive Vice President,

General Counsel and Secretary

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of             , 201X (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and Matthew T. Farrell (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key executive management personnel; and

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as defined in Section 1.5 below) of the Company exists from time to time and that such possibility, and the uncertainty, instability and questions that it may raise for and among key executive management personnel, may result in the premature departure or significant distraction of such management personnel to the material detriment of the Company and its shareholders; and

WHEREAS, the Board has determined that protection of the Executive’s earned benefits, compensation and severance payments are the most efficient means to eliminate any such conflict in regards to the Executive; and

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive intending to be legally bound, hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1. “Affiliate” shall mean, other than the Company, (i) any corporation in an unbroken chain of corporations beginning with the Company, which owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; (ii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (iii) any other entity, approved by the Board as an Affiliate, in which the Company or any of its Affiliates has a material equity interest.

1.2. “Annual Base Salary” shall mean the Executive’s rate of regular base annual compensation prior to any reduction under (i) a salary reduction agreement pursuant to Section 401(k) or Section 125 of the Code or (ii) any other plan or arrangement deferring any base salary, and shall not include (without limitation) cost of living allowances, fees, retainers, reimbursements, bonuses, incentive awards, prizes or similar payments.

1.3. “Board” shall mean the Board of Directors of the Company.

1.4. “Cause” shall mean Executive’s dishonesty, fraud, willful misconduct or refusal to follow or comply with the lawful direction of the Company (for any reason other than illness or incapacity and provided such refusal is not based on Executive’s good faith compliance with applicable legal or ethical standards), as determined by the Board in its sole discretion.

1.5. “Change in Control” shall be deemed to have occurred if:

1.5.1. any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company;

1.5.2. the stockholders of the Company shall consummate any merger or other business combination of the Company, sale of all or substantially all of the Company’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; or

1.5.3. within any twenty-four (24) month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board (or the board of directors of any successor to the Company); provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision.

1.6. “Code” shall mean Internal Revenue Code of 1986, as amended.

1.7. “Common Stock” shall mean the common stock of the Company, par value $1.00.

1.8. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.9. “Good Reason” shall mean and shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a material demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with his titles and positions; (iii) the Executive’s target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are materially decreased by the Company; (iv) the Company fails to obtain assumption of this Agreement by an acquiror; or (v) the Executive’s primary office location is moved to a location more than fifty (50) miles from its location as of the date hereof. In order for the Executive to terminate employment for Good Reason, the Executive must provide written notice to the Company (or any successor thereto) in accordance

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with Section 7.3 below. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

1.10. “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of stock of the Company.

1.11. “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2. Severance Payments.

2.1. Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to the occurrence of a Change in Control (and such Change in Control actually occurs), and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause (1) prior to such Change in Control at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control.

2.1.1. A payment equal to three (3) times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the first business day following the expiration of the six-month period following the Executive’s CIC Termination.

2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the first business day following the expiration of the six-month period following the Executive’s CIC Termination.

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2.1.3. Notwithstanding Section 2.1.1 above, the severance payment described in Section 2.1.1 shall be paid in a lump sum payment only if (i) the Change in Control constitutes a “change in control event” under Section 409A of the Code (a “409A Change in Control”) and (ii) the Executive’s CIC Termination occurs on or after such 409A Change in Control occurs. If the Change in Control does not constitute a 409A Change in Control, or if the Executive’s CIC Termination occurs prior to the date of the Change in Control, then the severance payment described in Section 2.1.1 shall be paid in the manner described in Section 2.2.1, as if his termination were a Non-CIC Termination (but in the amount set forth in Section 2.1.1).

2.2. Non-Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason at any time other than those prescribed in Section 2.1 (a “Non-CIC Termination”), the Executive shall be entitled to the payments and benefits set forth in this Section 2.2 and in Section 2.3.

2.2.1. An amount equal to two (2) times the Executive’s Annual Base Salary. Fifty percent (50%) of this amount shall be paid on the first business day following the expiration of the six-month period following the Executive’s Non-CIC Termination, and the remaining fifty percent (50%) shall be paid in six (6) substantially equal monthly installments thereafter.

2.2.2. A lump sum payment equal to the bonus amount that would have been payable to the Executive for the year in which any such Non-CIC Termination occurs, based on actual performance, if he had remained employed through the end of the year, as determined under the terms of the Company’s management incentive plan, times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s Non-CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the later of (i) the regularly scheduled payment date for bonus payments under the Company’s management incentive plan for the year in which the Non-CIC Termination occurs (for the avoidance of doubt, such payment date shall be deemed to be January 31 of the year following the year of termination for purposes of Section 409A of the Code) or (ii) the first business day following the expiration of the six-month period following the Executive’s Non-CIC Termination.

2.3. Additional Severance. In addition to the payments provided for in Section 2.1 and 2.2, upon a CIC Termination or Non-CIC Termination, the following additional provisions shall apply:

2.3.1. Group Medical Coverage. Following the Executive’s CIC Termination or Non-CIC Termination, as applicable, the Executive may elect to continue, under the terms prevailing from time to time, group medical and dental coverage for himself and his covered dependents (the “Welfare Benefits”) in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Executive elects such coverage, Executive’s share of any group medical and dental premiums for the thirty-six (36) month period after the Executive’s CIC Termination (or, if applicable, the twenty-four (24) month period after the Executive’s Non-CIC Termination) (as applicable, the “Welfare Benefit Continuation Period”) will be at the then-prevailing active employee rate, and the Company shall waive its right to collect the difference between the Executive’s COBRA premium and the then-

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prevailing active employee rate during such period. The Executive’s failure to pay his required share of the COBRA premium will result in loss of the coverage. The Executive agrees and understands that his rights under Code Section 4980B, which sets forth certain COBRA continuation coverage requirements, will run concurrently with the period of coverage under this Section 2.3.1. Welfare Benefits otherwise receivable by the Executive pursuant to this Section 2.3.1 shall be reduced to the extent the Executive obtains comparable coverage under another employer’s plan during the Welfare Benefit Continuation Period. The Executive agrees to immediately report such other coverages to the Company. Notwithstanding anything herein to the contrary, if the Executive ceases to be eligible for COBRA continuation coverage during the Welfare Benefit Continuation Period (other than due to a failure to pay premiums) or if the Executive’s receipt of the Welfare Benefits would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Code or the violation of any applicable law, then, in lieu of providing such Welfare Benefits under the Company’s Welfare Benefit plans to the Executive, the Company shall instead pay to the Executive during the Welfare Benefit Continuation Period a monthly payment equal to the amount the Company would have paid had the Executive continued participation in the Company’s Welfare Benefit plans.

2.3.2. Group Life Insurance Coverage. The Company shall pay to the Executive a monthly cash payment during the Welfare Benefit Continuation Period equal to the monthly premium amount (as determined herein) applicable for the Executive to continue to receive the same basic level of life insurance coverage in effect for Executive under the Company’s group life insurance plans at the time of Executive’s employment termination. The amount of such monthly premium shall be communicated by the applicable insurance carrier to the Company within thirty (30) days following the Executive’s employment termination, provided that if no such amount is communicated, the amount of such monthly premium shall be equal to the applicable monthly premium amount in effect for such coverage under the Company’s group life insurance plans at the time of Executive’s employment termination. The Executive will be entitled to the life insurance conversion rights required by applicable law at the end of such period.

2.3.3. Outplacement. The Executive shall be entitled to the outplacement assistance set forth in the Company’s executive-level corporate outplacement program.

2.3.4. Vacation. The Executive will receive payment for any granted and unused vacation upon termination in accordance with the Company’s policy and applicable law.

2.3.5. Other Benefits. Any supplemental, spouse or child life insurance, accidental death and dismemberment and disability insurance will terminate on the Executive’s date of termination in accordance with the terms of the applicable welfare benefit plan. Qualified retirement plan and savings plan benefits will be subject to the terms of the applicable plan.

2.3.6. Equity Compensation; Nonqualified Deferred Compensation. All awards of equity compensation and any non-qualified deferred compensation earned by the Executive shall be subject to the provisions of the applicable equity compensation plan, equity award agreement and/or the applicable non-qualified deferred compensation plan.

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2.3.7. Obligation to Pay. Notwithstanding anything herein to the contrary, the Company’s obligations to make the payments provided for in Sections 2.1, 2.2, 2.3.1, 2.3.2 and 2.3.3 shall be conditioned upon: (i) the Executive’s continued compliance with Executive’s obligations under Section 5 hereof, and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable release of claims arising in connection with the Executive’s employment and termination of employment with the Company substantially in the form attached hereto as Exhibit A (the “Release”) that becomes effective not later than 55 days after the date of such termination of employment. Subject to the foregoing, the payments provided for in Sections 2.3.1, 2.3.2 and 2.3.3 will commence to be paid to the Executive on the 60th day following the Executive’s termination of employment, and such first payment shall include payment of any amounts that would otherwise be due prior thereto.

2.4. Directorships. Upon termination of the Executive’s employment with the Company, the Executive will immediately resign as of the date of such termination from any and all directorships the Executive then holds in the Company and its subsidiaries and affiliates, unless otherwise requested by the Board.

3. Excise Tax.

3.1. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, distribution or benefit provided (including, without limitation, the acceleration of any payment, distribution or benefit and the acceleration of vesting of any equity-based or other compensation) to the Executive or for his benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be subject, in whole or in part, to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amounts payable to the Executive under this Agreement shall be reduced (by the minimum possible amount) until no amount payable to the Executive is subject to the Excise Tax; provided, however, that no such reduction shall be made if the net after-tax benefit (after taking into account federal, state, local or other income, employment, self-employment and excise taxes) to which the Executive would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account federal, state, local or other income, employment, self-employment and excise taxes) to the Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions, it is determined that payments have been reduced by more than the minimum amount required under this Section 3, then an additional payment shall be made to the Executive in an amount equal to the excess reduction within sixty (60) days of the date on which the amount of the excess reduction is determined, but not later than December 31 of the year in which the excess reduction is determined.

3.2. All determinations required to be made under this Section 3, including whether a payment would result in an Excise Tax, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive as requested by the Company or the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company. Except as set forth in the last sentence of Section 3.1 hereof, all determinations made by the Accounting Firm under this Section 3 shall be final and binding upon the Company and the Executive.

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4. Section 409A.

4.1. This Agreement is intended to comply with the requirements of Section 409A of the Code and shall in all respects be administered and interpreted in accordance with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything in the Agreement to the contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by Section 409A of the Code or an applicable exception. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.

4.2. Notwithstanding the foregoing, if required by Section 409A of the Code, if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the postponed amounts will be paid six (6) months following the effective date of termination from employment. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

4.3. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

5. Restrictive Covenants.

5.1. Non-Competition. During the Executive’s employment and if the Executive’s employment with the Company terminates for a period of three (3) years following a CIC Termination and for a period of two (2) years following a Voluntary Termination (as defined below), the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any other capacity,

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if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to the Executive’s knowledge are planned for sale or distribution by the Company or its Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or where the Executive would perform substantially similar employment functions to those performed at the Company, and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than two percent (2%) of the stock of any publicly-traded corporation shall not be a violation of this Section 5.1. As used herein, “Competing Entity” means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes products that are competitive with any products developed, manufactured, sold and/or distributed by the Company and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the Company’s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that the agreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth in this Section 5.1 shall survive the termination of this Agreement.

5.2. Non-Solicitation. If the Executive’s employment with the Company terminates due to a CIC Termination, a Non-CIC Termination, or a Voluntary Termination, for a period of three (3) years following a CIC Termination and two (2) years following a Non-CIC Termination or a Voluntary Termination, the Executive shall not (except on the Company’s behalf), directly or indirectly, on his own behalf or on behalf of any other person, firm, partnership, corporation or other entity, (A) solicit or service the business of any of the Company’s clients, any of the Company’s former clients which were clients within twelve (12) months prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company at the time of the termination of his employment or (B) attempt to cause or induce any employee of the Company to leave the Company.

5.3. Non-Disparagement. The Executive agrees to refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Company or any of its officers, directors, employees, agents, representatives, affiliates, products or services.

5.4. Company Property; Confidentiality. Upon the Executive’s termination of employment for any reason, the Executive shall return to the Company all documents, manuals, computers, computer programs, diskettes, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof, relating in any way to the Company’s business and prepared by the Executive or obtained by the Executive from the Company, its Affiliates, customers or its suppliers during the course of the Executive’s employment with the Company. The Executive agrees to comply with the Company’s confidentiality and non-disclosure policies and agreements with the Company.

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5.5. Acknowledgements. The Executive acknowledges and agrees that the restrictions set forth in this Section 5: (a) are critical and necessary to protect the Company’s legitimate business interests (including, without limitation, the protection of its confidential or proprietary information, its good will, and its relationship with its customers, clients, employees, and consultants); (b) are reasonably drawn to this end with respect to duration, scope and otherwise; (c) are not unduly burdensome or injurious to the public interest; and (d) are supported by adequate consideration.

5.6. Injunctive Relief. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 5.1, 5.2, 5.3 or 5.4. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such Sections, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that the Executive shall not, in any equity proceeding relating to the enforcement of the terms of such Sections, raise the defense that the Company has an adequate remedy at law. The Executive acknowledges and agrees that the restricted periods set forth above in Sections 5.1 and 5.2 shall be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

5.7. Special Severability. The terms and provisions of this Section 5 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on the Executive’s future employment imposed by this Section 5 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 5 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

6. Entire Agreement; Complete Obligation. Except as otherwise specified in the last sentence of this Section 6, this Agreement contains the entire understanding of the parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Following the Executive’s CIC Termination or Non-CIC Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit plan. With respect to a CIC Termination, Non-CIC Termination or Voluntary Termination (but only with respect to Section 5 in the case of a Voluntary Termination), this Agreement supersedes and replaces only the corresponding severance, non-competition and/or termination provisions contained in any employment contract or other agreement that the Executive has entered into with the Company prior to the date hereof and all remaining provisions of any such agreement shall remain in full force and effect.

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7. Notice of Termination.

7.1. Any purported CIC Termination or Non-CIC Termination shall be communicated by written “Notice of Termination” from one party hereto to the other party hereto in accordance with Section 9.4 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment with the Company under the provision so indicated. For purposes of this Agreement, any purported termination not effected in accordance with this Section 7 shall not be considered effective.

7.2. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in detail.

7.3. A Notice of Termination by the Executive for “Good Reason” is required to set forth the provision of this Agreement that the Executive believes constitutes “Good Reason” and specify the particulars thereof in detail within ninety (90) days of the initial occurrence of such event. The Company (or any successor thereto) shall have thirty (30) days after the receipt of a Notice of Termination to remedy the circumstances that allegedly give rise to “Good Reason.” If the Company (or any successor thereto) remedies the circumstances that have given rise to “Good Reason,” within the thirty (30) day cure period, the Executive’s Notice of Termination shall not be effective and shall be null and void from its inception. However, if the Company (or any successor thereto) does not remedy such event within such thirty (30) day cure period, the Executive’s employment must terminate within sixty (60) days after the end of the thirty (30) day cure period in order for the termination to be on account of Good Reason.

8. Successors; Binding Agreement.

8.1. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

8.2. Binding Agreement. This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the beneficiary (or beneficiaries)

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designated by the Executive from time to time in accordance with the procedures for notice set out in Section 9.4; provided, however, that if there shall be no effective designation of beneficiary by the Executive, such amounts shall be paid to the executors, personal representatives or administrators of the Executive’s estate. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9. Miscellaneous.

9.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the state and federal courts located nearest to Princeton, New Jersey with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive agrees to be served by the Company with judicial process via registered or certified mail.

9.2. Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

9.3. Mutual Intent. Both parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

9.4. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

To the Executive:	Matthew T. Farrell
	at the address on file with the Company
To the Company:	James Levine
	Vice President, Human Resources
	Church & Dwight Co., Inc.
	500 Charles Ewing Blvd.
	Ewing, NJ 08628

or to such other address as any party shall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

9.5. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes to the extent the same required to be withheld pursuant to any applicable law or regulation.

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9.6. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

9.7. Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

9.8. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement.

9.9. Beneficiaries/References. The beneficiary or beneficiaries designated by the Executive to receive any compensation or benefit payable hereunder following the Executive’s death shall be those set forth from time to time by the Executive on the beneficiary designation form for the Company’s Deferred Compensation Plan. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s).

9.10. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s termination of employment for any reason to the extent necessary to the intended provision of such rights and the intended performance of such obligations.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

CHURCH & DWIGHT CO., INC.

By:

Name:

Title:

EXECUTIVE

Matthew T. Farrell

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EXHIBIT A

RELEASE AND WAIVER

In consideration of the payments and benefits provided for under the Amended and Restated Change in Control and Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby agrees as follows:

1. Executive hereby agrees on behalf of himself, Executive’s agents, assignees, attorneys, spouse, successors, assigns, heirs and executors, to fully and completely forever release the Company, its Board of Directors, all the Company benefit plans, all the Company benefit committees, and all of its and their respective predecessors and successors, past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers, and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or Executive’s heirs, executors, administrators, successors and/or assigns ever had, now have or may claim to have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever, whenever arising from the beginning of time up until the date of Executive’s signature on this Release (such released claims are collectively referred to herein as the “Released Claims”).

2. Notwithstanding the generality of Section 1 above, the Released Claims include, without limitation, and only by way of example: (i) any and all claims arising from or relating to Executive’s employment with any of the Company Releasees, or the termination thereof; (ii) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the New Jersey Law Against Discrimination, N.J. Stat. § 10:5-1 et seq. (“NJLAD”), the Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq. (“CEPA”), and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise; (iii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, and (iv) any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

3. Executive agrees that he will not institute (either individually, with others, or as part of a class), join, or otherwise accept any relief in connection with any lawsuit, in any forum, pleading, raising or asserting any Released Claims against any of the Company Releasees. If Executive breaches this promise, then Executive will reimburse each of the Company Releasees

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that Executive sues for its reasonable attorneys’ fees and costs incurred in defending against such Released Claims. The reimbursement provision governing attorneys’ fees and costs set forth in the immediately preceding sentence shall not apply to any claims brought under the ADEA challenging the validity of the above Release. Executive acknowledges, however, that the above Release applies to all claims he may have under the ADEA, and that, unless the Release is held to be invalid, all of his claims under the ADEA shall be extinguished.

4. Executive is hereby advised to consult with an attorney before executing this Release. Executive represents that he has read carefully and fully understands the terms of this Release. Executive acknowledges that Executive is signing this Release voluntarily and knowingly and that Executive has not relied on any representations, promises or agreements of any kind made to Executive in connection with Executive’s decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that Executive has been given at least [twenty-one (21)] [forty-five (45)] days to consider whether Executive wants to sign this Release.

5. Executive acknowledges that the Age Discrimination in Employment Act gives Executive the right to revoke this Release within seven (7) days after it is signed by Executive. Executive further acknowledges and understands that Executive will not receive any payments or benefits due Executive under the Amended and Restated Change in Control and Severance Agreement before the seven (7) day revocation period under the Age Discrimination in Employment Act (the “Revocation Period”) has passed and then, only if Executive has not revoked this Release. To the extent Executive has executed this Release within less than [twenty-one (21)] [forty-five (45)] days after its delivery to Executive, Executive hereby acknowledges that Executive’s decision to execute this Release prior to the expiration of such [twenty-one (21)] [forty-five (45)] day period was entirely voluntary.

IN WITNESS WHEREOF, Executive has hereunto set his hand as of the day and year set forth below.

EXECUTIVE

Matthew T. Farrell

Date:

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EX-10.2

EXHIBIT 10.2

[AMENDED AND RESTATED] CHANGE IN CONTROL

AND SEVERANCE AGREEMENT

THIS [AMENDED AND RESTATED] CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of                 , 201X (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and NAME (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key executive management personnel; and

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as defined in Section 1.5 below) of the Company exists from time to time and that such possibility, and the uncertainty, instability and questions that it may raise for and among key executive management personnel, may result in the premature departure or significant distraction of such management personnel to the material detriment of the Company and its shareholders; and

WHEREAS, the Board has determined that protection of the Executive’s earned benefits, compensation and severance payments are the most efficient means to eliminate any such conflict in regards to the Executive; and

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive intending to be legally bound, hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1. “Affiliate” shall mean, other than the Company, (i) any corporation in an unbroken chain of corporations beginning with the Company, which owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; (ii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (iii) any other entity, approved by the Board as an Affiliate, in which the Company or any of its Affiliates has a material equity interest.

1.2. “Annual Base Salary” shall mean the Executive’s rate of regular base annual compensation prior to any reduction under (i) a salary reduction agreement pursuant to Section 401(k) or Section 125 of the Code or (ii) any other plan or arrangement deferring any base salary, and shall not include (without limitation) cost of living allowances, fees, retainers, reimbursements, bonuses, incentive awards, prizes or similar payments.

1.3. “Board” shall mean the Board of Directors of the Company.

1.4. “Cause” shall mean Executive’s dishonesty, fraud, willful misconduct or refusal to follow or comply with the lawful direction of the Company (for any reason other than illness or incapacity and provided such refusal is not based on Executive’s good faith compliance with applicable legal or ethical standards), as determined by the Board in its sole discretion.

1.5. “Change in Control” shall be deemed to have occurred if:

1.5.1. any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company;

1.5.2. the stockholders of the Company shall consummate any merger or other business combination of the Company, sale of all or substantially all of the Company’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; or

1.5.3. within any twenty-four (24) month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board (or the board of directors of any successor to the Company); provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision.

1.6. “Code” shall mean Internal Revenue Code of 1986, as amended.

1.7. “Common Stock” shall mean the common stock of the Company, par value $1.00.

1.8. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.9. “Good Reason” shall mean and shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a material demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with his titles and positions; (iii) the Executive’s target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are materially decreased by the Company; (iv) the Company fails to obtain assumption of this Agreement by an acquiror; or (v) the Executive’s primary office location is moved to a location more than fifty (50) miles from its location as of the date hereof. In order for the Executive to terminate employment for Good Reason, the Executive must provide written notice to the Company (or any successor thereto) in accordance

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with Section 7.3 below. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

1.10. “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of stock of the Company.

1.11. “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2. Severance Payments.

2.1. Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to the occurrence of a Change in Control (and such Change in Control actually occurs), and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause (1) prior to such Change in Control at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control.

2.1.1. A payment equal to two (2) times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the first business day following the expiration of the six-month period following the Executive’s CIC Termination.

2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the first business day following the expiration of the six-month period following the Executive’s CIC Termination.

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2.1.3. Notwithstanding Section 2.1.1 above, the severance payment described in Section 2.1.1 shall be paid in a lump sum payment only if (i) the Change in Control constitutes a “change in control event” under Section 409A of the Code (a “409A Change in Control”) and (ii) the Executive’s CIC Termination occurs on or after such 409A Change in Control occurs. If the Change in Control does not constitute a 409A Change in Control, or if the Executive’s CIC Termination occurs prior to the date of the Change in Control, then the severance payment described in Section 2.1.1 shall be paid in the manner described in Section 2.2.1, as if his termination were a Non-CIC Termination (but in the amount set forth in Section 2.1.1).

2.2. Non-Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason at any time other than those prescribed in Section 2.1 (a “Non-CIC Termination”), the Executive shall be entitled to the payments and benefits set forth in this Section 2.2 and in Section 2.3.

2.2.1. An amount equal to one (1) times the Executive’s Annual Base Salary. Fifty percent (50%) of this amount shall be paid on the first business day following the expiration of the six-month period following the Executive’s Non-CIC Termination, and the remaining fifty percent (50%) shall be paid in six (6) substantially equal monthly installments thereafter.

2.2.2. A lump sum payment equal to the bonus amount that would have been payable to the Executive for the year in which any such Non-CIC Termination occurs, based on actual performance, if he had remained employed through the end of the year, as determined under the terms of the Company’s management incentive plan, times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s Non-CIC Termination as of the date of termination and the denominator of which is 365. Such payment shall be made on the later of (i) the regularly scheduled payment date for bonus payments under the Company’s management incentive plan for the year in which the Non-CIC Termination occurs (for the avoidance of doubt, such payment date shall be deemed to be January 31 of the year following the year of termination for purposes of Section 409A of the Code) or (ii) the first business day following the expiration of the six-month period following the Executive’s Non-CIC Termination.

2.3. Additional Severance. In addition to the payments provided for in Section 2.1 and 2.2, upon a CIC Termination or Non-CIC Termination, the following additional provisions shall apply:

2.3.1. Group Medical Coverage. Following the Executive’s CIC Termination or Non-CIC Termination, as applicable, the Executive may elect to continue, under the terms prevailing from time to time, group medical and dental coverage for himself and his covered dependents (the “Welfare Benefits”) in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Executive elects such coverage, Executive’s share of any group medical and dental premiums for the twenty-four (24) month period after the Executive’s CIC Termination (or, if applicable, the twelve (12) month period after the Executive’s Non-CIC Termination) (as applicable, the “Welfare Benefit Continuation Period”) will be at the then-prevailing active employee rate, and the Company shall waive its right to collect the difference between the Executive’s COBRA premium and the then-

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prevailing active employee rate during such period. The Executive’s failure to pay his required share of the COBRA premium will result in loss of the coverage. The Executive agrees and understands that his rights under Code Section 4980B, which sets forth certain COBRA continuation coverage requirements, will run concurrently with the period of coverage under this Section 2.3.1. Welfare Benefits otherwise receivable by the Executive pursuant to this Section 2.3.1 shall be reduced to the extent the Executive obtains comparable coverage under another employer’s plan during the Welfare Benefit Continuation Period. The Executive agrees to immediately report such other coverages to the Company. Notwithstanding anything herein to the contrary, if the Executive ceases to be eligible for COBRA continuation coverage during the Welfare Benefit Continuation Period (other than due to a failure to pay premiums) or if the Executive’s receipt of the Welfare Benefits would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Code or the violation of any applicable law, then, in lieu of providing such Welfare Benefits under the Company’s Welfare Benefit plans to the Executive, the Company shall instead pay to the Executive during the Welfare Benefit Continuation Period a monthly payment equal to the amount the Company would have paid had the Executive continued participation in the Company’s Welfare Benefit plans.

2.3.2. Group Life Insurance Coverage. The Company shall pay to the Executive a monthly cash payment during the Welfare Benefit Continuation Period equal to the monthly premium amount (as determined herein) applicable for the Executive to continue to receive the same basic level of life insurance coverage in effect for Executive under the Company’s group life insurance plans at the time of Executive’s employment termination. The amount of such monthly premium shall be communicated by the applicable insurance carrier to the Company within thirty (30) days following the Executive’s employment termination, provided that if no such amount is communicated, the amount of such monthly premium shall be equal to the applicable monthly premium amount in effect for such coverage under the Company’s group life insurance plans at the time of Executive’s employment termination. The Executive will be entitled to the life insurance conversion rights required by applicable law at the end of such period.

2.3.3. Outplacement. The Executive shall be entitled to the outplacement assistance set forth in the Company’s executive-level corporate outplacement program.

2.3.4. Vacation. The Executive will receive payment for any granted and unused vacation upon termination in accordance with the Company’s policy and applicable law.

2.3.5. Other Benefits. Any supplemental, spouse or child life insurance, accidental death and dismemberment and disability insurance will terminate on the Executive’s date of termination in accordance with the terms of the applicable welfare benefit plan. Qualified retirement plan and savings plan benefits will be subject to the terms of the applicable plan.

2.3.6. Equity Compensation; Nonqualified Deferred Compensation. All awards of equity compensation and any non-qualified deferred compensation earned by the Executive shall be subject to the provisions of the applicable equity compensation plan, equity award agreement and/or the applicable non-qualified deferred compensation plan.

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2.3.7. Obligation to Pay. Notwithstanding anything herein to the contrary, the Company’s obligations to make the payments provided for in Sections 2.1, 2.2, 2.3.1, 2.3.2 and 2.3.3 shall be conditioned upon: (i) the Executive’s continued compliance with Executive’s obligations under Section 5 hereof, and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable release of claims arising in connection with the Executive’s employment and termination of employment with the Company substantially in the form attached hereto as Exhibit A (the “Release”) that becomes effective not later than 55 days after the date of such termination of employment. Subject to the foregoing, the payments provided for in Sections 2.3.1, 2.3.2 and 2.3.3 will commence to be paid to the Executive on the 60th day following the Executive’s termination of employment, and such first payment shall include payment of any amounts that would otherwise be due prior thereto.

3. Excise Tax.

3.1. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, distribution or benefit provided (including, without limitation, the acceleration of any payment, distribution or benefit and the acceleration of vesting of any equity-based or other compensation) to the Executive or for his benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be subject, in whole or in part, to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amounts payable to the Executive under this Agreement shall be reduced (by the minimum possible amount) until no amount payable to the Executive is subject to the Excise Tax; provided, however, that no such reduction shall be made if the net after-tax benefit (after taking into account federal, state, local or other income, employment, self-employment and excise taxes) to which the Executive would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account federal, state, local or other income, employment, self-employment and excise taxes) to the Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions, it is determined that payments have been reduced by more than the minimum amount required under this Section 3, then an additional payment shall be made to the Executive in an amount equal to the excess reduction within sixty (60) days of the date on which the amount of the excess reduction is determined, but not later than December 31 of the year in which the excess reduction is determined.

3.2. All determinations required to be made under this Section 3, including whether a payment would result in an Excise Tax, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive as requested by the Company or the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company. Except as set forth in the last sentence of Section 3.1 hereof, all determinations made by the Accounting Firm under this Section 3 shall be final and binding upon the Company and the Executive.

4. Section 409A.

4.1. This Agreement is intended to comply with the requirements of Section 409A of the Code and shall in all respects be administered and interpreted in accordance with Section

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409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything in the Agreement to the contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by Section 409A of the Code or an applicable exception. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.

4.2. Notwithstanding the foregoing, if required by Section 409A of the Code, if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the postponed amounts will be paid six (6) months following the effective date of termination from employment. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

4.3. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

5. Restrictive Covenants.

5.1. Non-Competition. During the Executive’s employment and if the Executive’s employment with the Company terminates for a period of two (2) years following a CIC Termination and for a period of one (1) year following a Voluntary Termination (as defined below), the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any other capacity, if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to the Executive’s knowledge are planned for sale or distribution by the Company or its Affiliates

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within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or where the Executive would perform substantially similar employment functions to those performed at the Company, and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than two percent (2%) of the stock of any publicly-traded corporation shall not be a violation of this Section 5.1. As used herein, “Competing Entity” means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes products that are competitive with any products developed, manufactured, sold and/or distributed by the Company and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the Company’s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that the agreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth in this Section 5.1 shall survive the termination of this Agreement.

5.2. Non-Solicitation. If the Executive’s employment with the Company terminates due to a CIC Termination, a Non-CIC Termination, or a Voluntary Termination, for a period of two (2) years following a CIC Termination and one (1) year following a Non-CIC Termination or a Voluntary Termination, the Executive shall not (except on the Company’s behalf), directly or indirectly, on his own behalf or on behalf of any other person, firm, partnership, corporation or other entity, (A) solicit or service the business of any of the Company’s clients, any of the Company’s former clients which were clients within twelve (12) months prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company at the time of the termination of his employment or (B) attempt to cause or induce any employee of the Company to leave the Company.

5.3. Non-Disparagement. The Executive agrees to refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Company or any of its officers, directors, employees, agents, representatives, affiliates, products or services.

5.4. Company Property; Confidentiality. Upon the Executive’s termination of employment for any reason, the Executive shall return to the Company all documents, manuals, computers, computer programs, diskettes, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof, relating in any way to the Company’s business and prepared by the Executive or obtained by the Executive from the Company, its Affiliates, customers or its suppliers during the course of the Executive’s employment with the Company. The Executive agrees to comply with the Company’s confidentiality and non-disclosure policies and agreements with the Company.

5.5. Acknowledgements. The Executive acknowledges and agrees that the restrictions set forth in this Section 5: (a) are critical and necessary to protect the Company’s legitimate business interests (including, without limitation, the protection of its confidential or proprietary information, its good will, and its relationship with its customers, clients, employees,

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and consultants); (b) are reasonably drawn to this end with respect to duration, scope and otherwise; (c) are not unduly burdensome or injurious to the public interest; and (d) are supported by adequate consideration.

5.6. Injunctive Relief. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 5.1, 5.2, 5.3 or 5.4. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such Sections, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that the Executive shall not, in any equity proceeding relating to the enforcement of the terms of such Sections, raise the defense that the Company has an adequate remedy at law. The Executive acknowledges and agrees that the restricted periods set forth above in Sections 5.1 and 5.2 shall be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

5.7. Special Severability. The terms and provisions of this Section 5 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on the Executive’s future employment imposed by this Section 5 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 5 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

6. Entire Agreement; Complete Obligation. Except as otherwise specified in the last sentence of this Section 6, this Agreement contains the entire understanding of the parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Following the Executive’s CIC Termination or Non-CIC Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit plan. With respect to a CIC Termination, Non-CIC Termination or Voluntary Termination (but only with respect to Section 5 in the case of a Voluntary Termination), this Agreement supersedes and replaces only the corresponding severance, non-competition and/or termination provisions contained in any employment contract or other agreement that the Executive has entered into with the Company prior to the date hereof and all remaining provisions of any such agreement shall remain in full force and effect.

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7. Notice of Termination.

7.1. Any purported CIC Termination or Non-CIC Termination shall be communicated by written “Notice of Termination” from one party hereto to the other party hereto in accordance with Section 9.4 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment with the Company under the provision so indicated. For purposes of this Agreement, any purported termination not effected in accordance with this Section 7 shall not be considered effective.

7.2. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in detail.

7.3. A Notice of Termination by the Executive for “Good Reason” is required to set forth the provision of this Agreement that the Executive believes constitutes “Good Reason” and specify the particulars thereof in detail within ninety (90) days of the initial occurrence of such event. The Company (or any successor thereto) shall have thirty (30) days after the receipt of a Notice of Termination to remedy the circumstances that allegedly give rise to “Good Reason.” If the Company (or any successor thereto) remedies the circumstances that have given rise to “Good Reason,” within the thirty (30) day cure period, the Executive’s Notice of Termination shall not be effective and shall be null and void from its inception. However, if the Company (or any successor thereto) does not remedy such event within such thirty (30) day cure period, the Executive’s employment must terminate within sixty (60) days after the end of the thirty (30) day cure period in order for the termination to be on account of Good Reason.

8. Successors; Binding Agreement.

8.1. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

8.2. Binding Agreement. This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the beneficiary (or beneficiaries)

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designated by the Executive from time to time in accordance with the procedures for notice set out in Section 9.4; provided, however, that if there shall be no effective designation of beneficiary by the Executive, such amounts shall be paid to the executors, personal representatives or administrators of the Executive’s estate. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9. Miscellaneous.

9.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the state and federal courts located nearest to Princeton, New Jersey with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive agrees to be served by the Company with judicial process via registered or certified mail.

9.2. Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

9.3. Mutual Intent. Both parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

9.4. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

To the Executive:	NAME at the address on file with the Company
To the Company:	[James Levine Vice President, Human Resources] Church & Dwight Co., Inc. 500 Charles Ewing Blvd. Ewing, NJ 08628

or to such other address as any party shall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

9.5. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes to the extent the same required to be withheld pursuant to any applicable law or regulation.

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9.6. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

9.7. Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

9.8. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement.

9.9. Beneficiaries/References. The beneficiary or beneficiaries designated by the Executive to receive any compensation or benefit payable hereunder following the Executive’s death shall be those set forth from time to time by the Executive on the beneficiary designation form for the Company’s Deferred Compensation Plan. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s).

9.10. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s termination of employment for any reason to the extent necessary to the intended provision of such rights and the intended performance of such obligations.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

CHURCH & DWIGHT CO., INC.

By:

Name:

Title:

EXECUTIVE

NAME

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EXHIBIT A

RELEASE AND WAIVER

In consideration of the payments and benefits provided for under the [Amended and Restated] Change in Control and Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby agrees as follows:

1. Executive hereby agrees on behalf of himself, Executive’s agents, assignees, attorneys, spouse, successors, assigns, heirs and executors, to fully and completely forever release the Company, its Board of Directors, all the Company benefit plans, all the Company benefit committees, and all of its and their respective predecessors and successors, past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers, and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or Executive’s heirs, executors, administrators, successors and/or assigns ever had, now have or may claim to have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever, whenever arising from the beginning of time up until the date of Executive’s signature on this Release (such released claims are collectively referred to herein as the “Released Claims”).

2. Notwithstanding the generality of Section 1 above, the Released Claims include, without limitation, and only by way of example: (i) any and all claims arising from or relating to Executive’s employment with any of the Company Releasees, or the termination thereof; (ii) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the New Jersey Law Against Discrimination, N.J. Stat. § 10:5-1 et seq. (“NJLAD”), the Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq. (“CEPA”), and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise; (iii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, and (iv) any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

3. Executive agrees that he will not institute (either individually, with others, or as part of a class), join, or otherwise accept any relief in connection with any lawsuit, in any forum, pleading, raising or asserting any Released Claims against any of the Company Releasees. If Executive breaches this promise, then Executive will reimburse each of the Company Releasees

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that Executive sues for its reasonable attorneys’ fees and costs incurred in defending against such Released Claims. The reimbursement provision governing attorneys’ fees and costs set forth in the immediately preceding sentence shall not apply to any claims brought under the ADEA challenging the validity of the above Release. Executive acknowledges, however, that the above Release applies to all claims he may have under the ADEA, and that, unless the Release is held to be invalid, all of his claims under the ADEA shall be extinguished.

4. Executive is hereby advised to consult with an attorney before executing this Release. Executive represents that he has read carefully and fully understands the terms of this Release. Executive acknowledges that Executive is signing this Release voluntarily and knowingly and that Executive has not relied on any representations, promises or agreements of any kind made to Executive in connection with Executive’s decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that Executive has been given at least [twenty-one (21)] [forty-five (45)] days to consider whether Executive wants to sign this Release.

5. Executive acknowledges that the Age Discrimination in Employment Act gives Executive the right to revoke this Release within seven (7) days after it is signed by Executive. Executive further acknowledges and understands that Executive will not receive any payments or benefits due Executive under the [Amended and Restated] Change in Control and Severance Agreement before the seven (7) day revocation period under the Age Discrimination in Employment Act (the “Revocation Period”) has passed and then, only if Executive has not revoked this Release. To the extent Executive has executed this Release within less than [twenty-one (21)] [forty-five (45)] days after its delivery to Executive, Executive hereby acknowledges that Executive’s decision to execute this Release prior to the expiration of such [twenty-one (21)] [forty-five (45)] day period was entirely voluntary.

IN WITNESS WHEREOF, Executive has hereunto set his hand as of the day and year set forth below.

EXECUTIVE

NAME

Date:

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