exhibit10b.htm


    
      

    

    Exhibit
10.2

     

    ENERGIZER
HOLDINGS, INC.

    AMENDED
EXECUTIVE OFFICER BONUS PLAN

    


    SECTION
1

    ESTABLISHMENT
AND PURPOSE

    


    1.1           Purpose. Energizer
Holdings, Inc. hereby
establishes the Energizer
Holdings, Inc. Executive
Officer Bonus Plan (the "Plan"). The Plan is intended to (i) motivate and
reward a greater degree of excellence and teamwork among the senior officers of
the Company by providing incentive compensation award opportunities; (ii)
provide attractive and competitive total cash compensation opportunities for
exceptional corporate, business unit and personal performance; (iii) reinforce
the communication and achievement of the mission, objectives and goals of the
Company; and (iv) enhance the Company’s ability to attract, retain and motivate
the highest caliber senior officers. Awards under the Plan which are based upon
attainment of Performance Goals, are intended to qualify as performance-based
compensation under Section 162(m) of the
Code.

    


    1.2           Effective Date. Contingent
upon shareholder approval of appropriate performance criteria at the Company’s
2006 Annual Meeting of Shareholders, the Plan shall become effective October 1,
2006 and shall continue in effect until terminated by the Board in accordance
with Section 7.4. As long as the Plan remains in effect, performance criteria
shall be resubmitted to shareholders as necessary to enable Awards under the
Plan which are based upon attainment of Performance Goals to continue to qualify
as performance-based compensation under Section 162(m) of the Code.

    


    SECTION
2

    DEFINITIONS

    


    The following words
and phrases shall have the following meanings unless a different meaning is
plainly required by the context:

    


    2.1           "Award" means any cash bonus
granted under the terms of the Plan. An Award may be expressed as a percentage
of an Executive Officer’s Base Salary or a specific dollar amount, as determined
by the Committee for each Participant for any Plan Year, or for multiple Plan
Years.

    


    2.2           "Base Salary" means as to any
Plan Year, 100% of the Participant's annualized salary rate on the last day of
the Plan Year. Such Base Salary shall be before both (a) deductions for taxes or
benefits, and (b) deferrals of compensation pursuant to Company-sponsored
plans.

    


    2.3           "Board" means the Company's
Board of Directors.

    


    2.4           "Code" means the Internal
Revenue Code of 1986, as amended. Reference to a specific Section of the Code
shall include such Section, any valid regulation promulgated thereunder, and any
comparable provision of any future legislation or regulation amending,
supplementing or superseding such Section or regulation.

    


    2.5           "Committee" means the
Nominating and Executive Compensation Committee of the Board, or any successor
committee the Board may designate to administer the Plan. Each member of the
Committee shall be (i) an “outside director” within the meaning of Section
162(m) of the Code, subject to any transitional rules applicable to the
definition of outside director, and (ii) an “independent” director, as defined
under the Company’s Corporate Governance Principles and the listing standards of
the New York Stock Exchange.

    


    2.6           "Company" means Energizer Holdings, Inc., a
Missouri corporation.

    


    2.7           "Determination Date" means as
to any Plan Year, (a) the first day of the Plan Year, or (b) any date on or
before the 90th day of
the Plan Year.

    


    2.8           “Executive Officer” means any
individual with the title of Chief Executive Officer, Chief Financial Officer,
or President of the Company, and any other individual designated as an Executive
Officer of the Company by the Board.

    


    2.9           "Maximum Award" means the
maximum amount which may be paid to a Participant as a single Award, whether
that Award represents performance for a single Plan Year or for multiple Plan
Years. The size of the Maximum Award is five million dollars ($5,000,000).

    


    2.10           "Participant" means as to any
Plan Year (or series of Plan Years), an Executive Officer who has been selected
by the Committee for participation in the Plan for that Plan Year (or series of
Plan Years).

    


    2.11           "Performance Goals" means
performance goals established by the Committee with respect to any Potential
Award, which goals must be based upon one or more performance-based criteria
approved by the shareholders of the Company in accordance with the requirements
of Section 162(m) of the Code.

     

    


    2.12           "Plan Year" means the fiscal
year of the Company beginning October 1, 2006, and each succeeding fiscal year
of the Company.

    


    2.13           “Potential Award” means an
Award which is potentially payable to a Participant, the terms of which are
established by the Committee as of the Determination Date for a Plan Year. The
terms of a Potential Award can relate to that Plan Year, or a series of Plan
Years, and can be exclusively performance-based, with Performance Goals, or can
involve a combination of performance-based criteria and individual performance
assessments, as the Committee, in its sole discretion, may determine. The
Committee shall have the power to impose any restrictions on Potential Awards
subject to this Plan as it may deem necessary or appropriate to ensure that an
Award under this Plan, to the extent applicable, satisfies all the requirements
for “performance-based compensation” within the meaning of Section 162(m) of the
Code, the regulations thereunder, and any successors thereto.

    


    


    SECTION
3

    SELECTION
OF PARTICIPANTS AND DETERMINATION OF AWARDS

    


    3.1           Selection of Participants. On
or prior to the Determination Date, the Committee, in its sole discretion, shall
select the Executive Officers who shall be Participants for the Plan Year. In
selecting Participants, the Committee shall choose officers who are likely to
have a significant impact on the performance of the Company. Participation in
the Plan is in the sole discretion of the Committee, and on a Plan Year by Plan
Year basis. Accordingly, an Executive Officer who is a Participant for a given
Plan Year in no way is guaranteed or assured of being selected for participation
in any subsequent Plan Year or Years.

    


    3.2           Determination of Performance Goals
and Potential Awards. On or prior to the
Determination Date, the Committee, in its sole discretion, shall establish the
terms of  the Potential Award for each Participant for the Plan Year,
or for multiple Plan Years, commencing onthe first day of such Plan Year or
multiple Plan Years, and any Performance Goals applicable to all, or a portion
of, the Potential Award. To the extent that all, or a portion, of the
Participant's Potential Award is performance-based, such Potential Award shall
be contingent upon the attainment of the Participant’s Performance Goals. The
Committee may elect to establish alternative payment formulae for the Potential
Awards based upon the attainment of alternative Performance Goals for the Plan
Year (or Years), and may also elect to establish Potential Awards on a multiple
year basis, contingent upon attainment of Performance Goals over multiple years.
Each Participant’s Performance Goals and Potential Award shall be set forth in
writing and presented to the Participant.  The outcome of any
Performance Goal must be substantially uncertain at the time it is established
by the Committee.

    


    3.3           Determination of Awards. After
the end of each Plan Year, the Committee shall certify in writing the extent to
which the Performance Goals applicable to each Participant for that Plan Year
(or series of Plan Years ending with that Year) were achieved or exceeded. For
this purpose, approved minutes of a meeting of the Committee shall be treated as
written certification. The Committee shall also determine if the criteria for
any non-performance-based Potential Awards have been attained. If applicable
Performance Goals and other criteria were attained, the Committee shall
determine Awards payable to each Participant in accordance with the terms of
their Potential Awards. Notwithstanding any contrary provision of the Plan or
the terms of the Potential Award, (a) the Committee, in its sole discretion, may
eliminate or reduce the Award payable to any Participant below that which
otherwise would be payable under the terms of the Potential Award, (b) if a
Participant terminates employment with the Company prior to the end of a Plan
Year (or series of Plan Years) for which a Potential Award has been established,
the Committee may, in its sole discretion, grant an Award proportionately based
on the date of termination, provided that applicable Performance Goals for that
Plan Year (or Plan Years) are attained, and (c) the Committee may not adjust
upwards the amount of an Award nor may it waive the attainment of Performance
Goals for the applicable Plan Year or Plan Years.

    


    


    SECTION
4

    PAYMENT
OF AWARDS

    


    4.1           Right to Receive Payment. Each
Award that may become payable under the Plan shall be paid solely from the
general assets of the Company. Nothing in this Plan shall be construed to create
a trust or to establish or evidence any Participant's claim of any right other
than as an unsecured general creditor with respect to any payment to which he or
she may be entitled. No Participant or other person shall have any rights with
respect to the Plan, or to any Potential Award prior to the completion of the
Plan Year (or series of Plan Years) with respect to such Award, and the
Committee’s certification as to the attainment of any Performance Goals
applicable thereto. Notwithstanding anything to the contrary set forth in the
Plan, the Committee, in its sole discretion, may eliminate or reduce an Award
payable to any Participant below that which otherwise would be payable under the
terms of the Participant’s Potential Award.

    


    4.2           Timing of Payment. Payment of
each Award shall be made no sooner than the date the Committee certifies that
applicable Performance Goals for a Plan Year (or Plan Years) have been attained
and no later than March 15 of the year following the  Plan Year (or
series of Plan Years) during which the Award was earned.  Under no
circumstances may payment of any Award, including the Awards described in
Sections 3.3(b) and 6.2 of this Bonus Plan, be accelerated to an earlier
date.

    


    4.3           Form of Payment. Each Award
shall be paid in cash (or its equivalent) in a single lump sum.

    


    4.4           Deferral of Awards. The
Committee may permit Participants the opportunity to elect to defer receipt of
Awards under the terms of the Company’s Deferred Compensation Plan.

    


    SECTION
5

    ADMINISTRATION

    


    5.1           Grant of Awards. The Committee
shall determine (i) those Executive Officers eligible to be Participants, (ii)
the amount, type (whether performance-based or non-performance-based) and terms
of each Potential Award, and (iii) the amount of each Award, subject to the
provisions of the Plan. Awards granted under the Plan shall be evidenced to the
extent, and in the manner, if any, prescribed by the Committee from time to time
in accordance with the terms of the Plan. In making any determinations under the
Plan, including certifications as to attainment of Performance Goals, the
Committee shall be entitled to rely on reports, opinions or statements of
officers or employees of the Company, as well as those of counsel, public
accountants and other professional or expert persons.  All
determinations, interpretations and other decisions under or with respect to the
Plan or any Award by the Committee shall be final, conclusive and binding upon
all parties, including without limitation, the Company, any Executive Officer,
and any other person with rights to any Award under the Plan, and no member of
the Committee shall be subject to individual liability with respect to the Plan
or any Awards thereunder.

    


    5.2           Committee Authority. The
Committee shall have sole authority to administer the Plan and, in connection
therewith, it shall have full power to (i) construe and interpret the Plan
consistent with the qualification of Awards under the Plan as performance-based
compensation under Section 162(m) of the Code, (ii)
establish rules and regulations in connection with the administration of the
Plan, and (iii) perform all other acts it believes reasonable and proper,
including the power to delegate responsibility to others to assist it in
administering the Plan.

    


    SECTION
6

    BENEFICIARY
DESIGNATION; DEATH OF AWARDEE

    


    6.1.           Designation of Beneficiary. A
Participant may file with the Committee a written designation of a beneficiary
or beneficiaries (subject to such limitations as to the classes and number of
beneficiaries and contingent beneficiaries as the Committee may from time to
time prescribe) to receive, in the event of the death of the Participant, an
Award. The Committee reserves the right to review and approve beneficiary
designations. A Participant may from time to time revoke or change any such
designation or beneficiary and any designation of beneficiary under the Plan
shall be controlling over any other disposition, testamentary or
otherwise.  However, if the Committee shall be in doubt as to the
right of any such beneficiary to receive any Award, the Committee may determine
to recognize only a right to receipt by the legal representative of the
Participant, in which case the Company, the Committee and the members thereof
shall not be under any further liability to anyone.

    


    6.2           Payment of Award. Upon the
death of a Participant, any Award payable to that Participant shall be
determined by the Committee in its sole discretion, in light of the attainment
of applicable Performance Goals, and the Company shall make payment of such
Award to the Participant’s designated beneficiary or personal representative or
the person or persons entitled thereto by will or in accordance with the laws of
descent and distribution.

    


    SECTION
7

    OTHER
GOVERNING PROVISIONS

    


    7.1           Transferability. Except as
otherwise provided herein, no Award shall be transferable other than by
beneficiary designation, will or the laws of descent and distribution, and any
right with respect to an Award may be exercised during the lifetime of the
Participant receiving such Award only by such Participant or by his/her guardian
or legal representative.

    


    7.2.           Reservation of Rights of
Company. Neither the establishment of the Plan or any Potential Award,
nor the granting of an Award, shall confer upon any Executive Officer any right
to continue in the employ of the Company or any Affiliate or interfere in any
way with the right of the Company or any Affiliate to terminate such employment
at any time. The Company expressly reserves the right, which may be exercised at
any time during a Plan Year, to terminate any individual's employment without
cause and without regard to the effect such termination might have upon the
Participant's receipt of an Award under the Plan.

    


    7.3           Withholding of Taxes. The
Company shall deduct from any payment, or otherwise collect from the recipient,
any taxes required to be withheld by federal, state or local governments in
connection with any Award.

    


    7.4           Amendment and Termination of Plan.
The Board may amend or terminate the Plan at any time and for any reason;
provided, however, that if and to the extent required to ensure the
qualification under Section 162(m) of the Code, of Awards
granted under the Plan,
any such amendment shall be subject to shareholder approval.

    


    7.5           
Construction of Plan.
The place of administration of the Plan shall be in the State of Missouri
and the validity, construction, interpretation, administration and effect of the
Plan and of its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of Missouri, without
giving regard to the conflict of laws provisions thereof.

    


    7.6           Unfunded Nature of Plan. The
Plan shall be unfunded, and the Company shall not be required to segregate any
assets which may at any time be awarded under the Plan.  Any liability
of the Company to any person with respect to any Award under the Plan shall be
based solely upon any contractual obligations which may be created by the terms
of the Plan or any agreement with respect to an Award entered into pursuant to
the Plan.  No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the
Company.

    


    7.7           Successors. All obligations of
the Company under the Plan, with respect to any Awards granted hereunder, shall
be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation
or otherwise, of all or substantially all of the business and/or assets of the
Company.

    


    7.8           Severability.  In
the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality of invalidity will not affect the remaining parts of the
Plan and the Plan will be construed and enforced as if the illegal or invalid
provision had not been included.

    


    7.9           Expenses of Plan.
  The expenses of administering the Plan will be borne by the
Company.