This excerpt taken from the CHD 10-Q filed May 6, 2008.
DETERMINATION OF COMPENSATION: In December of each year, the Board will establish Participants’ compensation for the next calendar year (the “Compensation Year”), as to the annual retainer and meeting fees for regularly scheduled Board meetings and meetings of Committees of the Board and as to the annual equity grant under the Company’s Omnibus Equity Compensation Plan.
5. DETERMINATION OF FEE-BASED COMPENSATION IN COMMON STOCK:
(a) All fee-based compensation (i.e., the annual retainer and all Board and Committee meeting fees) paid to each Director for each Compensation Year shall be calculated in shares of Common Stock. This calculation and all payments shall be made quarterly. The annual retainer amount determined under Section 4 shall be divided by four (“Quarterly Retainer”). The Quarterly Retainer shall be added to the Board and Committee meeting fees determined under Section 4 that relate to the same quarter (collectively, the “Total Quarterly Fee”).
(b) The Total Quarterly Fee shall be divided by the closing price of a share of Common Stock as reported on the New York Stock Exchange on the last trading day of such calendar quarter; provided, however, that in the case of the fourth calendar quarter, the first trading day following the Board’s regularly-scheduled meeting in December (“December Meeting”) shall be used. For the purpose of this calculation, fractional shares shall be counted as whole shares. (For example, assume that the Total Quarterly Fee for a Director is $13,000. If the closing price of Common Stock on the last trading day in March is $55 per share, then the Total Quarterly Fee, calculated in terms of shares of Common Stock, would be 236.36 shares, rounded to 237 shares).
(a) Notwithstanding anything in Section 5 to the contrary, on or following each December Meeting, each Participant shall elect with respect to the next following Compensation Year whether, instead of receiving payments in all shares of Common Stock, the Participant shall instead receive payment of the Total Quarterly Fee hereunder 50% in cash and 50% in shares of Common Stock. With respect to a Participant who has elected to receive 50% of the Total Quarterly Fee in cash, the calculation described in Section 5 shall be made with respect to only one-half of the Total Quarterly Fee, and the remainder of such Total Quarterly Fee shall be paid in cash. The election under this Section 6 shall be made by providing written notice to the Company’s Secretary not later than five calendar days following the December Meeting. In the event notice is not received by the Secretary by such date, then the Participant shall receive his or her compensation entirely in Common Stock.
(b) Any Participant who is a director with respect to one Compensation Year, but was not a director with respect to the immediately prior Compensation Year, shall be permitted, within 30 days of becoming a director, to make the election described in this Section 6 with respect to the retainer and other fees to be paid for such Compensation Year.