On April 25, 2019, the Compensation Committee of the Board of Directors (the Committee) of Edgewell Personal Care Company (the Company) adopted a new change in control plan (the Plan) in which the current and future executive officers, including the named executive officers, and senior management of the Company (collectively, the Participants, and, each individually, a Participant), will be eligible to participate. The form of the Plan is attached to this Current Report on Form 8-K as an exhibit and incorporated herein by reference. Capitalized terms used and not defined in this Current Report on Form 8-K have the respective meanings assigned to them in the Plan.

The Plan was adopted to standardize the severance paid to current and future Participants in the event of a Termination of Employment without Cause or for Good Reason within the period beginning immediately upon a Change in Control and continuing until the lapse of 24 months immediately following a Change in Control of the Company (the Change in Control Period). The Plan is intended to provide Participants with certainty as to benefits that would be paid in the event of a Termination of Employment following a Change in Control so that Participants can focus on continuity in the management and direction of the Companys businesses and operations during the periods before and after a Change in Control.

Upon a Participants Termination of Employment following a Change in Control, a Participant shall be entitled to the following benefits, provided that such Termination of Employment occurs during the Change in Control Period, and such Termination of Employment is not a result of Participants death, Retirement or Disability and (i) if by the Company, is not for Cause, or (ii) if by Participant, is for Good Reason:

to Participant and/or Participants family as if Participants employment with the Company had not been terminated as of the Termination of Employment, in accordance with the Companys then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the Company;

The foregoing is subject to execution by Participant of a Release in favor of the Company no later than 60 days following such Participants Termination of Employment, including the Participants written acceptance of, and written agreement to comply with, the confidentiality, non-solicitation, non-disparagement and non-competition provisions set forth in the Release.

The Chief Executive Officer, Chief Financial Officer, and the Named Executive Officers (as disclosed in the Companys most recent proxy statement filed with the Securities and Exchange Commission on December 20, 2018) are entitled to the following additional pay and time periods for provision of health benefits in the event of a Termination of Employment following a Change in Control:

The Plan supersedes any prior agreements or understandings, oral or written, between the Company and any Participant who has previously received a change of control agreement. The benefits provided to the executive officers under the Plan are identical to those provided under each officers individual change in control agreement with the exception of the following modifications:

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No. Description

EDGEWELL PERSONAL CARE Co Exhibit
EX-10.1 2 epcexhibit101042519.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 EDGEWELL PERSONAL CARE COMPANYCHANGE IN CONTROL PLAN(Adopted April 25,…
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About EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC)

Edgewell Personal Care Company is a manufacturer and marketer of personal care products in the wet shave, sun and skin care, feminine care and infant care categories. As of September 30, 2016, the Company had a portfolio of over 25 brands. It manages its business in four segments: Wet Shave, Sun and Skin Care, Feminine Care and All Other. Its Wet shave products are sold under the Schick, Wilkinson Sword, Edge, Skintimate, Shave Guard and Personna brand names. Its Sun and Skin Care products are sold under the Banana Boat, Hawaiian Tropic, Wet Ones and Playtex brand names and offers Wet Ones, portable hand wipes category, and Playtex household gloves, the branded household glove in the United States. Its Feminine Care segment markets its products under the Playtex, Stayfree, Carefree and o.b. brands and markets pads and liners. Its All Other segment includes infant care, pet care and miscellaneous other products.

About EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC)

Edgewell Personal Care Company is a manufacturer and marketer of personal care products in the wet shave, sun and skin care, feminine care and infant care categories. As of September 30, 2016, the Company had a portfolio of over 25 brands. It manages its business in four segments: Wet Shave, Sun and Skin Care, Feminine Care and All Other. Its Wet shave products are sold under the Schick, Wilkinson Sword, Edge, Skintimate, Shave Guard and Personna brand names. Its Sun and Skin Care products are sold under the Banana Boat, Hawaiian Tropic, Wet Ones and Playtex brand names and offers Wet Ones, portable hand wipes category, and Playtex household gloves, the branded household glove in the United States. Its Feminine Care segment markets its products under the Playtex, Stayfree, Carefree and o.b. brands and markets pads and liners. Its All Other segment includes infant care, pet care and miscellaneous other products.