Form of Executive Officer Bonus Plan


    
      

    

    Exhibit
      10.1

     

    ENERGIZER
      HOLDINGS, INC.

    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) if later, the latest date possible which will not jeopardize the Plan's
      qualification as performance-based compensation under Section
      162(m) of the Code.

    


    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 on said Determination Date, 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. Nevertheless, the Committee shall have
      discretion to increase or decrease Performance Goals under any Potential Award
      if, in its sole judgment, there were extraordinary occurrences, not anticipated
      when the Performance Goals were established, which significantly affected the
      Company’s earnings or other performance criteria for the Performance Period. 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. 

    


    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 within four calendar
      months after the end of the Plan Year (or series of Plan Years) during which
      the
      Award was earned.

    


    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 or likely 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.