exhibit10a.htm


    
      

    

    Exhibit
10.1

    RESTRICTED
STOCK EQUIVALENT AWARD AGREEMENT

    (FOR
EXECUTIVE OFFICERS AND EXECUTIVE I PARTICIPANTS)

    


    In consideration of the mutual covenants
contained herein, Energizer Holdings, Inc. (“Company”), and __________
(“Recipient”) hereby agree as follows:

     

    ARTICLE
I – COMPANY COVENANTS

    


    Company hereby
covenants:

    


    1.           Award

    


    The Company, pursuant to its 2000 Incentive
Stock Plan (the “Plan”), grants to Recipient a Restricted Stock Equivalent Award
of ____ restricted common stock equivalents (“Equivalents”). This Award
Agreement is subject to the provisions of the Plan and to the following terms
and conditions.

    


    2.           Vesting;
Payment

    


    Twenty-five percent
of the total Equivalents granted to each recipient will vest on the third
anniversary of the date of grant (“Time-Vested Equivalents”). Vesting of the
remaining Equivalents granted (the “Performance Equivalents”) is contingent upon
achievement of performance targets with respect to the Company’s CAGR for the
period from September 30, 2008 through September 30, 2011 (the “Measurement
Period”). With respect to those Equivalents, a number of Equivalents equal to
five percent of the total Equivalents granted will vest on the date that the
Company publicly releases earnings results for its 2011 fiscal year (“the
Announcement Date”) only if 8% CAGR is achieved for the Measurement Period,
increasing proportionately, in 1/10th of one
percent increments, up to 75% of the total Equivalents granted if 15% or greater
CAGR is achieved for that period. By way of example, the following percentages
will vest at the specific CAGR targets noted below:

    


    
      	
              CAGR

            	
              Additional % of Total Equivalents
      Vesting

               

            
	
                 8%

            	
                       5%

            
	
                 9%

            	
                     15%

            
	
                 10%

            	
                     25%

            
	
                 11%

            	
                     35%

            
	
                 12%

            	
                     45%

            
	
                 13%

            	
                     55%

            
	
                 14%

            	
                     65%

            
	
                 15%
      or greater

            	
                     75%

            


    

    


    Upon vesting, as
described above, each Equivalent will convert, at that time into one share of
the Company’s $.01 par value Common Stock (“Common Stock”), which will be issued
to the Recipient. Any Equivalents which fail to vest as of the Announcement Date
will be forfeited and the Recipient will have no further rights with respect
thereto.

     

    3.           Additional Cash
Payment

    


    At
the time of issuance of shares of Common Stock to Recipient, as described in
paragraph 2 above, Recipient will also receive an additional cash payment equal
to the amount of dividends, if any, which would have been paid on the shares of
Common Stock issued to him or her if the Recipient had actually acquired those
shares on the date or dates of crediting of his or her
Equivalents.  No interest shall be included in the calculation of such
additional cash payment.

    


    4.           Acceleration

    


    Notwithstanding the
provisions of paragraph 2 above, all Equivalents granted to the Recipient (Time
Vested and Performance) will immediately vest, convert into shares of Common
Stock and be paid to the Recipient, his or her designated beneficiary, or his or
her legal representative, in accordance with the terms of the Plan, in the event
of:

             

    
      	 	(a)  	    the
      Recipient’s death; or
	
            	
              (b)  

            	
                  a declaration
      of Recipient’s total and permanent
disability.

            


    

    


    5.           Acceleration Upon a Change
of Control of Company

    


    Notwithstanding the
provisions of paragraph 2 above, upon a Change of Control of the Company, all
Time-Vested Equivalents will immediately vest. With respect to the Performance
Equivalents, if the Change of Control occurs at or within eighteen (18) months
following the date of this Award Agreement, a number of Equivalents equal to 25%
of the total Equivalents granted will also immediately vest.  If the
Change of Control occurs more than eighteen (18) months following the date of
this Award Agreement, but before the Announcement Date, the Performance
Equivalents which will immediately vest will be the greater of:

              

    
      	 	(a)	25%
      of the total Equivalents granted; or
	
               
      

            	
              (b)

            	
              the
      percentage of total Equivalents granted which would have vested under
      paragraph 2 above if the Company’s CAGR on the Announcement Date was the
      actual annualized CAGR, calculated on a trailing four quarters basis, for
      the period between September 30, 2008 and the last fiscal quarter end
      prior to the Change of Control for which Company financial results were
      publicly disclosed.

            


    

    


    Any unvested
Equivalents which do not vest upon a Change of Control as described in this
paragraph shall be forfeited.

     

    6.           Forfeiture

     

    All rights in and
to any and all Equivalents granted pursuant to this Award Agreement, and to any
shares of Common Stock into which they would convert, which have not vested by
the Announcement Date, as described in paragraph 2 above, or as described in
paragraphs 4 and 5 above, shall be forfeited. In addition, prior to that date,
all rights in and to any and all Equivalents granted pursuant to this Award
Agreement which have not vested in accordance with the terms hereof, and to any
shares of Common Stock into which they would convert, shall be forfeited
upon

     

    
      	
            	
              (a)   
        

            	
              the
      Recipient’s voluntary or involuntary termination of
      employment;

            


    

    
      	
              (b)   
        

            	
              a
      determination by the Committee that the Recipient engaged in competition
      with the Company;

            


    

    
      	
              (c)    
       

            	
              a
      determination by the Committee that the Recipient engaged in activity or
      conduct contrary to the best interests of the Company, as described in the
      Plan; or

            


    

    
      	
              (d)      

            	
              as described
      in paragraph 5 above.

            


    

     

    7.           Shareholder Rights;
Adjustment of Equivalents

    


    Recipient shall not
be entitled, prior to the conversion of Equivalents into shares of Common Stock,
to any rights as a shareholder with respect to such shares of Common Stock,
including the right to vote, sell, pledge, transfer or otherwise dispose of the
shares.  Recipient shall, however, have the right to designate a
beneficiary to receive such shares of Common Stock under this Award Agreement,
subject to the provisions of Section V of the Plan.  The number of
Equivalents credited to Recipient may be adjusted, in the sole discretion of the
Nominating and Executive Compensation Committee of the Company’s Board of
Directors, in accordance with the provisions of Section VI(F) of the
Plan.

     

    8.           Other

     

    The Company
reserves the right, as determined by the Committee, to convert this Award
Agreement to a substantially equivalent award and to make any other modification
it may consider necessary or advisable to comply with any applicable law or
governmental regulation, or to preserve the tax deductibility of any payments
hereunder. Shares of Common Stock shall be withheld in satisfaction of federal,
state, and local or other international withholding tax obligations arising upon
the vesting of Equivalents.

     

    9.           Definitions:

    


    Change of Control of the
Company  shall be deemed to occur when (a) a person, as defined
under the U.S. securities laws, acquires beneficial ownership of more than fifty
percent (50%) of the outstanding voting securities of the Company; or (b) the
directors of the Company immediately before a business combination between the
Company and another entity, or a proxy contest for the election of directors,
shall, as a result thereof, cease to constitute a majority of the Board of
Directors of the Company (or a successor corporation of the
Company).

    


    CAGR shall mean the
Company’s compound annual growth rate in earnings per share (as publicly
reported by the Company) for the applicable measurement period, rounded to the
nearest whole percentage. For purposes of the calculation of CAGR, the
determination of annual earnings per share will be based on all-inclusive GAAP
results, adjusted only for certain unusual items:

     

    
      	
              ·  

            	
              extraordinary
      dividends;

            


    

    
      	
              ·  

            	
              stock
      split-ups; stock dividends or
distributions;

            


    

    
      	
              ·  

            	
              recapitalizations;

            


    

    
      	
              ·  

            	
              any merger of
      the Company with another
corporation;

            


    

    
      	
              ·  

            	
              any
      consolidation of the Company and another corporation into another
      corporation;

            


    

    
      	
              ·  

            	
              any
      separation of the Company or its business units (including a spin-off or
      other distribution of stock or property by the
  Company);

            


    

    
      	
              ·  

            	
              any
      reorganization of the Company (whether or not such reorganization comes
      within the definition of such term in Code Section
  368);

            


    

    
      	
              ·  

            	
              any partial
      or complete liquidation by the Company; or sale of all or substantially
      all of the assets of the Company;

            


    

    
      	
              ·  

            	
              unusual or
      non-recurring accounting impacts or changes in accounting standards or
      treatment;

            


    

    
      	
              ·  

            	
              unusual or
      non-recurring accounting treatments related to an acquisition by the
      Company completed during the period of the award;
  and

            


    

    
      	
              ·  

            	
              unusual or
      non-recurring non-cash asset impairment, such as non-cash write-downs of
      goodwill or tradenames.

            


    

    


    In addition, on or before December 28,
2008, the Committee, in its sole discretion, may adjust the 2008 base earnings
per share number utilized to determine CAGR for the Measurement Period in order
to reflect non-GAAP adjustments which it deems appropriate. In the event of such
adjustments, the Company will send a notice to Recipient indicating the base
earnings per share utilized by the Committee, which base shall be binding upon
the Company and Recipient for purposes of this Agreement.

     

    ARTICLE II – RECIPIENT
COVENANTS

     

    Recipient hereby
covenants:

     

    
      	
            	
              1.  

            	
              Confidential
      Information

            


    

     

    By
executing this Award Agreement, I agree that I shall not, directly or
indirectly, use, make available, sell, disclose or otherwise communicate to any
person, other than in the course of my assigned duties and for the benefit of
the Company, either during the period of my employment or at any time
thereafter, any nonpublic, proprietary or confidential information, knowledge or
data relating to the Company, any of its affiliates, or their businesses, which
I shall have obtained during my employment by the Company or an affiliate. The
foregoing shall not apply to information that (a) was known to the public prior
to its disclosure to me; (b) becomes known to the public subsequent to
disclosure to me through no wrongful act or mine or any of my representatives;
or (c) I am required to disclose by applicable law, regulation or legal process
(provided that I provide the Company with prior notice of the contemplated
disclosure and reasonably cooperate with the Company at its expense in seeking a
protective order or other appropriate protection of such information).
Notwithstanding clauses (a) or (b) of the preceding sentence, my obligation to
maintain such disclosed information in confidence shall not terminate if only
portions of the information are in the public domain.

     

    
      	
            	
              2.  

            	
              Non-Competition.

            


    

     

    By
executing this Award Agreement, I acknowledge that my services are of a unique
nature for the Company that are irreplaceable, and that my performance of such
services for a competing business will result in irreparable harm to the Company
and its affiliates. Accordingly, during my employment with the Company or any
affiliate and for the two (2) year period thereafter, I agree that I will not,
directly or indirectly, own, manage, operate, control, be employed by (whether
as an employee, consultant, independent contractor or otherwise, and whether or
not for compensation) or render services to any person, firm, corporation or
other entity, in whatever form, engaged in any business of the same type as any
business in which the Company or any of its affiliates is engaged on the date of
termination or in which they have proposed, on or prior to such date, to be
engaged in on or after such date and in which I have been involved to any extent
(on other than a de minimus basis) at any time during the one (1) year period
ending with my date of termination, in any locale of any country in which the
Company or any of its affiliates conducts business. This subsection shall not
prevent me from owning not more than one percent of the total shares of all
classes of stock outstanding of any publicly held entity engaged in such
business.  I agree that the foregoing restrictions are reasonable,
necessary, and enforceable for the protection of the goodwill and business of
the Company.

     

    
      	
            	
              3.  

            	
              Non-Solicitation.

            


    

     

    During my
employment with the Company or an affiliate and for the two (2) year period
thereafter, I agree that I will not, directly or indirectly, individually or on
behalf of any other person, firm, corporation or other entity, knowingly
solicit, aid or induce (i) any employee of the Company or any affiliate to leave
such employment in order to accept employment with or render services to or with
any other person, firm, corporation or other entity unaffiliated with the
Company or knowingly take any action to hire or to materially assist or aid any
other person, firm, corporation or other entity in identifying or hiring any
such employee, or (ii) any customer of the Company or any affiliate to purchase
goods or services then sold by the Company or any affiliate from another person,
firm, corporation or other entity or assist or aid any other persons or entity
in identifying or soliciting any such customer.  I agree that the
foregoing restrictions are reasonable, necessary, and enforceable in order to
protect the Company’s trade secrets, confidential and proprietary information,
goodwill, and loyalty.

     

    
      	
            	
              4.  

            	
              Non-Disparagement.

            


    

     

    I
agree not to make any statements that disparage the Company or its affiliates or
their respective employees, officers, directors, products or services, and the
Company, by its execution of this Award Agreement agrees that it and its
affiliates and their respective executive officers and directors shall not make
any such statements regarding me. Notwithstanding the foregoing, statements made
in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such
proceedings) shall not be subject to this subsection.

     

    
      	
            	
              5.  

            	
              Reasonableness.

            


    

     

    In
the event any of the provisions of this Article II shall ever be deemed to
exceed the time, scope or geographic limitations permitted by applicable laws,
then such provisions shall be reformed to the maximum time, scope or geographic
limitations, as the case may be, permitted by applicable laws.

     

    
      	
            	
              6.  

            	
              Equitable
      Relief.

            


    

     

    
      	
              (a)  

            	
              I acknowledge
      that the restrictions contained in this Article II are reasonable and
      necessary to protect the legitimate interests of the Company and its
      affiliates, that the Company would not have granted me this Award
      Agreement in the absence of such restrictions, and that any violation of
      any provisions of this Article II will result in irreparable injury to the
      Company and its affiliates. By agreeing to accept this Award Agreement, I
      represent that my experience and capabilities are such that the
      restrictions contained herein will not prevent me from obtaining
      employment or otherwise earning a living at the same general level of
      economic benefit as is currently the case. I further represent and
      acknowledge that I have been advised by the Company to consult my own
      legal counsel in respect of this Award Agreement, and I have had full
      opportunity, prior to agreeing to accept this Award Agreement, to review
      thoroughly its terms and provisions with my
  counsel.

            


    

     

    
      	
              (b)  

            	
              I agree that
      the Company shall be entitled to preliminary and permanent injunctive
      relief, without the necessity of proving actual damages, as well as an
      equitable accounting of all earnings, profits and other benefits arising
      from any violation of this Article II, which rights shall be cumulative
      and in addition to any other rights or remedies to which the Company may
      be entitled.

            


    

     

    
      	
              (c)  

            	
              I irrevocably
      and unconditionally consent to the service of any process, pleadings
      notices or other papers in an manner permitted by
  law.

            


    

     

    
      	
            	
              7.  

            	
              Waiver; Survival of
      Provisions.

            


    

     

    The failure by the
Company to enforce at any time any of the provisions of this Article II or to
require at any time performance by me of any provisions hereof, shall in no way
be construed to be a release of me or waiver of such provisions or to affect the
validity of this Award Agreement or any part hereof, or the right of the Company
thereafter to enforce every such provision in accordance with the terms of this
Award Agreement. The obligations contained in this Article II shall survive the
termination of my employment with the Company or any affiliate and shall be
fully enforceable thereafter.

     

    ARTICLE III - OTHER
AGREEMENTS

     

    
      	
            	
              1.  

            	
              Governing
      Law.

            


    

    


    All questions
pertaining to the validity, construction, execution, and performance of this
Award Agreement shall be construed in accordance with, and be governed by, the
laws of the State of Missouri, without giving effect to the choice of law
principles thereof.

    


    2.   Notices.

    


    Any notices
necessary or required to be given under this Award Agreement shall be
sufficiently given if in writing, and personally delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid, to the
last known addresses of the parties hereto, or to such other address or
addresses as any of the parties shall have specified in writing to the other
party hereto.

    


    3.   Entire
Agreement.

    


    This Award
Agreement constitutes the entire agreement of the parties hereto with respect to
the matters contained herein, and no modification, amendment, or waiver of any
of the provision of this Award Agreement shall be effective unless in writing
and signed by all parties hereto.  This Award Agreement constitutes
the only agreement between the parties hereto with respect to the matters herein
contained.

    


    4.   Waiver.

    


    No
change or modification of this Award Agreement shall be valid unless the same is
in writing and signed by all the parties hereto.  No waiver of any
provision of this Award Agreement shall be valid unless in writing and signed by
the party against whom it is sought to be enforced.

    


    5.   Counterparts; Effect of
Recipient’s Signature.

    


    This Award
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
both parties need not sign the same counterpart. The provisions of this Award
Agreement shall not be valid and in effect until such execution by both parties.
By the execution of this Award Agreement, Recipient signifies that Recipient has
fully read, completely understands, and voluntarily agrees with this Award
Agreement consisting of seven (7) pages and knowingly and voluntarily accepts
all of its terms and conditions.

     

    6.   Effective
Date

    


    This Award
Agreement shall be deemed to be effective as of the date executed.

    


     

    IN
WITNESS WHEREOF, the Company and Recipient have duly executed this Award
Agreement as of October 13, 2008.

    


    ACKNOWLEDGED AND
ACCEPTED:                                    ENERGIZER
HOLDINGS, INC.

    


    


    


    ________________________________                                   By:_____________________________

    Recipient                                                                         
         Ward M. Klein

            Chief
Executive Officer

    


    Recipients:

     

    W.
Klein - 86,000 Equivalents (aggregate of time-vested and performance
equivalents)

    J.
McClanathan – 20,000 Equivalents (aggregate of time-vested and performance
equivalents)

    D.
Sescleifer – 20,000 Equivalents (aggregate of time-vested and performance
equivalents)

    D.
Hatfield – 20,000 Equivalents (aggregate of time-vested and performance
equivalents)

    G.
Stratmann – 15,000 Equivalents (aggregate of time-vested and performance
equivalents)

    P.
Conrad – 12,000 Equivalents (aggregate of time-vested and performance
equivalents)