Early Retirement Agreement

EXHIBIT 10.(21)


EARLY RETIREMENT AGREEMENT
--------------------------


EARLY RETIREMENT AGREEMENT, dated as of February 28, 1994, by and between TAMBRANDS INC., a Delaware corporation (the "Company"), and Charles J. Chapman ("Employee").


WHEREAS, Employee has expressed his intention to retire from employment with the Company;


WHEREAS, Employee holds a position of significant importance to the Company;


WHEREAS, the Company believes that it is in its best interest to retain the services of Employee for at least several months; and


WHEREAS, Employee is willing to delay his early retirement and to remain employed by the Company on the terms and conditions hereinafter set forth;


NOW, THEREFORE, in consideration of their mutual promises, the Company and Employee agree as follows:


1. Employment Period. Employee shall remain in the Company's employ from
----------------- the date hereof until at least July 1, 1994 (the "Earliest Retirement Date"). Employee's employment hereunder shall cease on or after the Earliest Retirement Date upon the first to occur of (i) his retirement or other voluntary
- termination of employment, (ii) the date the Company terminates his employment
-- pursuant to Section 9 below, (iii) his death or his termination of employment
--- due to disability (within the meaning of section 105(d)(4) of the Internal Revenue Code of 1986, as amended) and (iv) April 25, 1995. The period during
-- which Employee remains an employee hereunder (regardless of whether after the Earliest Retirement Date) shall be referred to as the "Employment Period".


2. Title and Responsibilities. During the Employment Period, Employee
-------------------------- shall have the title of Executive Vice President and President, North America and shall have the responsibilities associated with such title and his position as in effect immediately prior to the date hereof. Notwithstanding anything else contained herein to the contrary, regardless of when the Employment Period ends, it is the current intention of the parties that, if reelected as a member of the Board of Directors (the "Board") at the Company's 1994 annual meeting of shareholders, Employee will continue to serve as a member of the Board for his full term.


3. Salary. During the Employment Period, the Company shall pay Employee a
------ base salary at the rate of $350,000 annually, payable in installments at the same time and in the same manner as the Company pays salary to executive employees located at its headquarters and subject to all applicable deductions or reductions therein made pursuant to Employee's elections under the Company's


compensation plans or programs (the "Applicable Reductions"). Salary shall be payable to Employee only with respect to the Employment Period, provided that if
------------- Employee continues in the Company's employ through October 1, 1994 (the "Later Retirement Date"), the Company shall pay Employee, in addition to his salary referred to above, an amount as salary continuance equal to $87,500 minus the Applicable Reductions. The salary continuation amount described in the preceding sentence shall be paid in approximately equal installments (paid not less frequently than monthly) over the period from the end of the Employment Period until April 25, 1995 (the "Salary Continuance Period"), or if the Employment Period ends on April 25, 1995, in a single lump sum as soon as practicable following such date.


4. Bonus. If the Employee is employed on the Earliest Retirement Date,
----- but not the Later Retirement Date, he shall be eligible to receive a bonus for 1994 services in an amount equal to the product of (i) the amount, if any, which
- would have been payable to him under the Annual Incentive Plan ("AIP") based on a base salary of $350,000 and assuming that he remained employed for all of 1994, calculated based on actual 1994 performance (the "1994 Bonus"), and (ii) a
-- fraction, the numerator of which is the number of days during 1994 during which Employee is employed and the denominator of which is 365. If Employee remains employed through the Later Retirement Date, he shall be eligible to receive the full 1994 Bonus. Any bonus payable to Employee with respect to 1994 shall be paid to Employee at the same time as bonuses are paid to other executives under the AIP. No bonus shall be payable to Employee with respect to services performed after December 31, 1994.


5. Employee Benefits. Until the later of the end of the Employment Period
----------------- or, if applicable, the end of the Salary Continuance Period (such later date referred to as the "End Date"), the Company will provide Employee with coverage under the employee benefit plans, policies and arrangements generally available to its employees, including, but not limited to, participation in the Company's qualified retirement plan and coverage under the Company's medical, dental, life and disability insurance plans (other than long-term disability coverage during the Salary Continuance Period). Accrued vacation days which are unused as of the end of the Employment Period shall be paid to Employee as soon as practicable thereafter. Following the End Date, Employee shall be entitled to continued medical and dental coverage under Section 601 et seq. of the Employee
-- --- Retirement Income Security Act of 1974, as amended, subject to the payment by Employee of the applicable premiums. All other benefits shall, unless otherwise expressly provided herein or in the relevant plan, policy or arrangement, cease as of the End Date.


6. Stock Options. With respect to stock options granted to Employee under
------------- the 1991 Stock Option Plan (the "1991 ...