EXHIBIT 99.2
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[Letterhead of Xxxx Wheat & Partners, L.P.]
October 2, 2004
Xxxx X. XxXxx
00 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: SHAREHOLDER APPROVAL OF COMPENSATORY PLANS
Dear Xxxx:
Reference is made to that certain employment agreement (the
"Employment Agreement"), effective October 2, 2004, by and between yourself and
Playtex Products, Inc. (the "Company"), which is being entered into coincident
with the execution and delivery of this letter agreement. Pursuant to the
Employment Agreement, we understand that the Company will be seeking shareholder
approval of each of the Bonus Plan and the Stock Plan (as each such term is
defined in the Employment Agreement) at the next shareholders' meeting after the
Stock Plan and the Bonus Plan have been approved by the board of directors of
the Company. Xxxx Wheat & Partners, L.P. ("Xxxx Wheat") agrees, for your
benefit, to vote all of the shares of common stock of the Company that are
beneficially owned by Xxxx Wheat in favor of each such shareholder approval.
We acknowledge that our undertakings given above are a
material inducement to your agreeing to enter into the Employment Agreement.
This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such state without regard to conflict of
laws principles. This letter agreement may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute one and the same agreement. This letter agreement contains the entire
agreement among the parties hereto concerning the matters set forth herein, and
no amendments of or modifications to this letter or waiver of the terms and
conditions hereof will be binding upon the parties hereto except by written
instrument executed by all parties. This letter agreement shall be binding upon
the parties hereto and their legal representatives, successors and assigns.
XXXX WHEAT & PARTNERS, L.P.
By: Xxxx Wheat & Partners Incorporated
its General Partner
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
Accepted and Agreed:
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. XxXxx
Date: October 2, 2004
