ITEM
1.01 Entry Into a Material Definitive Agreement
On April
30, 2008, the Board of Directors (the “Board”) of Church & Dwight Co., Inc.
(the “Company”), upon the recommendation of the Compensation & Organization
Committee of the Board (the “Committee”), approved an amendment to
the Church & Dwight Co., Inc. Deferred Compensation Plan for Directors (the
“Plan”). The Plan is a nonqualified deferred compensation plan under
which Directors may defer payment of fees earned as a member of the Board.
The Plan was amended and restated, effective May 1, 2008, to (i) provide that
all distributions to participants under the Plan shall be made in shares of
Company common stock and that such shares shall be issued pursuant to the Church
& Dwight Co., Inc. Omnibus Equity Compensation Plan, which was approved by
shareholders on May 1, 2008, and (ii) bring the Plan into compliance with
Section 409A of the Internal Revenue Code of 1986.
ITEM
1.01 Entry Into a Material Definitive Agreement
On May 1,
2008, the stockholders of the Company approved the Church & Dwight Co., Inc.
Omnibus Equity Compensation Plan (the “Omnibus Plan”), which was adopted by the
Board on March 5, 2008, subject to stockholder approval. Effective
with such approval, no further grants will be made under the Company’s Stock
Award Plan, Stock Option Plan for Directors and Directors Compensation
Plan.
Under the
Omnibus Plan, selected employees and non-employee members of the Board will have
the opportunity to receive grants of equity-based awards. The Omnibus
Plan provides that grants may be made in any of the following forms: incentive
stock options, nonqualified stock options, stock units, stock awards, stock
appreciation rights and other stock-based awards. The Plan authorizes
up to 4,000,000 shares of common stock for issuance. Within this
limit, no more than 1,000,000 shares of common stock may be issued under stock
awards, stock units and other stock-based awards. The Omnibus Plan
initially will be administered and interpreted by the Committee.