exhibit10a.htm


    
      

    


    Exhibit
10.1

    


    RESTRICTED
STOCK EQUIVALENT AWARD AGREEMENT

    


    


    WHEREAS, _________
(“Recipient”) is an employee of Energizer Holdings, Inc. (“Company”) and a
participant in the Company’s Fiscal 2009 Annual and Two-Year Bonus Program (the
“2009 Bonus Program”), and

    


    WHEREAS, the
Nominating and Executive Compensation Committee (the “Committee”) of the Board
of Directors of the Company has elected, in light of current economic
conditions, to rescind Recipient’s participation in the 2009 Annual Bonus
Program and the 2008 Two-Year Bonus Program (the “Bonus Programs”) as well as
eligibility for a Company matching contribution in the Executive Savings
Investment Plan (“ExSIP”) and participation in the Supplemental Executive
Retirement Plan (“SERP”) for the current calendar year, and therefore Recipient
will not be entitled to any compensation under the Bonus Programs or such other
Plans, and Recipient specifically waives any claim he or she may have for any
compensation under the Bonus Programs, or such other Plans with respect to the
current calendar year, and

    


    WHEREAS, the
Committee has elected to grant to Recipient, as an alternative to his or her
participation in the above Bonus Programs and SERP and eligibility for a Company
matching contribution in the ExSIP, a restricted stock equivalent award which
would vest upon achievement of individual and Company performance goals set
forth in the 2009 Annual Bonus Program, and

    


    NOW THEREFORE, in
consideration of the mutual covenants contained herein, Company and Recipient
hereby agree as follows:

     

    


     

    ARTICLE I – COMPANY
COVENANTS

    


    Company hereby
covenants:

    


    1.           Award.

     

    The Company, pursuant to its 2009 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.

     

    The 2009 Bonus
Program provides for the potential payment of a cash bonus to participants in
that Program based on

    


    (a)    a subjective FFA
rating from “1” to “5” of the participant’s individual performance during fiscal
year 2009, and

    (b)    the Company’s
achievement of certain business or financial performance targets at Threshold,
Target or Stretch,

    


    all as described in
Attachment A to this Agreement. Although Recipient is no longer a participant in
the 2009 Annual Bonus Program and the 2008 Two-Year Bonus Program, vesting of
the Equivalents granted under this Agreement is contingent upon Recipient’s FFA
rating for fiscal year 2009, and the achievement of Company Business Performance
goals, on the terms described in Attachment A. Specifically, as set forth in the
grid on Attachment A, in the event of the Recipient’s receipt of one of the
alternative FFA ratings, and the achievement of one of the alternative Company
Business Performance goals for fiscal year 2009, so indicated, on November 16,
2009 (the “Vesting/Payment Date”), that number of Equivalents indicated on the
grid for the individual FFA rating and Company Business Performance goal
actually achieved will vest, with the number of Equivalents vesting increasing
proportionately in 1/10th of 1%
increments for Company Business Performance between the Threshold and Stretch
goals (with no increase for Company performance in excess of the Stretch
goal.)

    


    Upon vesting, as
described above, each Equivalent will convert, on the Vesting/Payment Date, into
one share of the Company’s $.01 par value Common Stock (“Common Stock”), which
will be issued to the Recipient not later than December 31, 2009. Any
Equivalents which fail to vest as of the Vesting/Payment Date will be forfeited
and the Recipient will have no further rights with respect thereto. It is
recognized that the Vesting/Payment Date shall mean a date after the end of
fiscal year 2009, but not later than the December 31st
immediately following the end of such fiscal year.

     

    3.           Additional Cash
Payment.

     

    Additional cash
payments equal to the amount of dividends, if any, which would have been paid to
the Recipient had shares of Common Stock been issued in lieu of the Equivalents,
will be paid, solely with respect to the number of Equivalents vesting as of the
Vesting Payment Date, on or after the Vesting/Payment Date, but not later than
the December 31 following the Vesting/Payment Date.  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, as
described in paragraph 1 above, 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)           Recipient’s
Termination of Employment due to total and permanent disability.

    


    In the event of such acceleration upon the
Recipient’s death or Termination of Employment due to total and permanent
disability, the shares of Common Stock into which the Equivalents convert will
be issued, and related payments, if any, shall be paid, no later than (i) the
15th
day of the third calendar month following such event, or (ii) a date after such
event, but not later than the December 31st
immediately following such event.

     

    5.           Acceleration Upon a Change
of Control of Company.

     

    Notwithstanding the
provisions of paragraph 2 above, upon a Change of Control of the Company, the
number of Equivalents set forth in the grid on Attachment A, which would vest in
the event of the Recipient’s receipt of a “2” FFA rating, and the achievement of
the “Target” Business Performance goal for fiscal year 2009 will immediately
vest and convert into shares of Common Stock. Such shares shall be issued to,
and related payments, if any, shall be paid, no later than the earlier of (i)
the 15th day of
the third calendar month after the Change of Control, or (ii) a date after the
Change of Control, but not later than the December 31st
immediately following the Change of Control.

    


    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 Vesting/Payment Date, as described in paragraph 2 above, or as described in
paragraph 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; or

            


    

    
      	
               
      

            	
              (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 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.           Delayed Payment Upon
Termination of Employment.

    


    Subject to the
provisions of this Award concerning acceleration and payment upon death or
Termination of Employment due to total and permanent disability, a payment on
account of Termination of Employment may not be made until at least six months
after such Termination of Employment. Any payment otherwise due in such six
month period shall be suspended and become payable at the end of such six month
period.

    


     

    10.           Definitions.

     

    Affiliates shall mean
all entities within the controlled group that includes the Company, as defined
in Code Sections 414(b) and 414(c) and the regulations thereunder, provided that
the language “at least 50 percent” shall be used instead of “at least 80
percent” each place it appears in such definition.

    


    Change of Control
shall mean the following:

     

    
      	
              (a)  

            	
              The
      acquisition by one person, or more than one person acting as a group, of
      ownership of stock (including Common Stock) of the Company that, together
      with stock held by such person or group, constitutes more than 50% of the
      total fair market value or total voting power of the stock of the Company.
      Notwithstanding the above, if any person or more than one person acting as
      a group, is considered to own more than 50% of the total fair market value
      or total voting power of the stock of the Company, the acquisition of
      additional stock by the same person or persons will not constitute a
      Change of Control; or

            


    

    
      	
              (b)  

            	
              A majority of
      the members of the Company’s Board of Directors is replaced during any
      twelve-month period by directors whose appointment or election is not
      endorsed by a majority of the members of the Company’s Board of Directors
      before the date of the appointment or
election.

            


    

    


    Persons will not be
considered to be acting as a group solely because they purchase or own stock of
the same corporation at the same time, or as a result of the same public
offering. However, persons will be considered to be acting as a group if they
are owners of a corporation that enters into a merger, consolidation, purchase
or acquisition of stock, or similar business transaction with the
Company.

    


    This definition of
Change of Control shall be interpreted in accordance with, and in a manner that
will bring the definition into compliance with, the regulations under Section
409A of the Internal Revenue Code.

    


    Termination of
Employment shall mean a “separation from service” with the Company and
its Affiliates, as such term is defined in Code Section 409A and the regulations
thereunder.

    


    


    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 and 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 (a) 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 (b) 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 a 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 eight (8) 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 February 6, 2009.

    


    ACKNOWLEDGED AND
ACCEPTED:                                                                                                ENERGIZER
HOLDINGS, INC.

    


    


    


    ________________________________                                                                                             By:__________________________________

    Recipient                                                                                                               Ward M.
Klein

                                        Chief
Executive Officer

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
              Equivalents
      Vesting at Potential:

            	 
    	 
    	 
    	 
    
	
               Performance
      Levels

            	 
    	 
    	 
    	 
    
	 
    	
              Business Performance

            
	
               Individual

              Performance

            	 
    	
              Stretch

            	
              Target

            	
              Threshold

            	
              Below
      Threshold

            
	
              "1"
      rating

               

               

               

               

               

            	
               

              Klein

              McClanathan

              Hatfield

              Sescleifer

              Stratmann

              Conrad

            	
               41,886

               14,449

               15,067

               14,175

                 9,203

                 7,002

            	
               32,250

               11,055

               11,514

               11,161

                 7,071

                 5,468

            	
               22,614

                 8,214

                 7,962

                 8,500

                 4,940

                 4,078

            	
               14,688

                 5,373

                 4,670

                 5,869

                 3,347

                 2,688

            
	
              "2"
      rating

               

               

               

               

               

            	
              Klein

              McClanathan

              Hatfield

              Sescleifer

              Stratmann

              Conrad

            	
               37,756

               12,679

               13,544

               12,884

                 8,289

                 6,263

            	
               28,121

                 9,838

                 9,992

                 9,869

                 6,158

                 4,872

            	
               18,485

                 6,996

                 6,439

                 7,372

                 4,244

                 3,482

            	
               12,046

                 4,155

                 3,645

                 4,741

                 2,674

                 2,092

            
	
              "3+"
      rating

               

               

               

               

               

            	
              Klein

              McClanathan

              Hatfield

              Sescleifer

              Stratmann

              Conrad

            	
               34,453

               11,705

               12,326

               11,850

                 7,559

                 5,786

            	
               24,817

                 8,863

                 8,774

                 9,101

                 5,427

                 4,396

            	
               16,098

                 6,022

                 5,221

                 6,470

                 3,706

                 3,006

            	
                 9,932

                 3,181

                 2,825

                 3,839

                 2,136

                 1,615

            
	
              "3"
      rating

               

               

               

               

               

            	
              Klein

              McClanathan

              Hatfield

              Sescleifer

              Stratmann

              Conrad

            	
               33,627

               11,461

               12,022

               11,592

                 7,376

                 5,667

            	
               23,991

                 8,620

                 8,469

                 8,875

                 5,244

                 4,277

            	
               15,569

                 5,779

                 5,012

                 6,245

                 3,571

                 2,886

            	
                 9,403

                 2,937

                 2,620

                 3,614

                 2,001

                 1,496

            
	
              "3-"
      rating

               

               

               

               

               

            	
              Klein

              McClanathan

              Hatfield

              Sescleifer

              Stratmann

              Conrad

            	
               31,562

               10,852

               11,261

               10,946

                 6,919

                 5,369

            	
               21,926

                 8,011

                 7,708

                 8,312

                 4,804

                 3,979

            	
               14,248

                 5,170

                 4,499

                 5,681

                 3,235

                 2,588

            	
                 8,082

                 2,329

                 2,107

                 3,050

                 1,665

                 1,198

            
	
              "4"
      rating

               

               

               

               

               

            	
              Klein

              McClanathan

              Hatfield

              Sescleifer

              Stratmann

              Conrad

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            
	
              "5"
      rating

               

               

               

               

               

            	
              Klein

              McClanathan

              Hatfield

              Sescleifer

              Stratmann

              Conrad

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            	
                 4,118

                    502

                    569

                 1,359

                    656

                    305

            
	 
    	 
    	 
    	 
    	 
    
	
              FY09 Business Performance
      Measure

            	
              Stretch

            	
              Target

            	
              Threshold

            	 
    
	
              EPS

            	
              $7.04

            	
              $6.46

            	
              $5.87