Form of Performance Restricted Stock Equivalent Award Agmt


    
      

    

    Exhibit
      10.2

     

    RESTRICTED
      STOCK EQUIVALENT AWARD AGREEMENT

     

    Energizer
      Holdings, Inc. (“Company”),
      pursuant to its Deferred Compensation Plan (the “Plan”), will credit __________
      (“Recipient”) with _____ restricted common stock equivalents in the Energizer
      Common Stock Unit Fund of the Plan (“Equivalents”). This Award Agreement is
      subject to the provisions of the Plan and to the following terms and conditions:
      

     

    1. Vesting;
      Payment

    


    Twenty-five
      percent of the Equivalents granted to Recipient will vest on October 11, 2008
      (the “Anniversary Date”), an additional twenty-five percent will vest on the
      date that the Company publicly releases earnings results for its 2008 fiscal
      year (“the Announcement Date”) only if the Company’s CAGR, as defined below, for
      the period from September 30, 2005 through September 30, 2008 (the “Measurement
      Period”), equals or exceeds 10%, and the remaining fifty percent will vest in
      its entirety on the Announcement Date only if the Company achieves CAGR for
      the
      Measurement Period at or above 15%, with smaller percentages of that remaining
      fifty percent vesting at each of the milestones indicated:

     

    
      
        	
                CAGR

              	
                %
                  Vesting

              
	
                11%

              	
                20%

              
	
                12%

              	
                40%

              
	
                13%

              	
                60%

              
	
                14%

              	
                80%

              
	
                15%

              	
                100%

              


      



    Upon
      vesting, as described above, each Equivalent may be transferred to any other
      Fund then-offered by the Plan; distribution of the value of the Equivalents,
      and
      any investment performance thereon, however, will not be made until the
      Recipient’s retirement or other termination of employment with the Company, and
      then only in accordance with the terms of the Plan. 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.

     

    2. Acceleration

    


    Notwithstanding
      the provisions of paragraph 1 above, all Equivalents credited to the Recipient
      will immediately vest in the event of:

     

    
      
        	 	(a)	the
                Recipient’s death;


      

      
        	 	(b)	a
                declaration of Recipient’s total and permanent
                disability;


      

      
        	 	(c)	Recipient’s
                involuntary termination of employment, other than for cause;
                or


      

      
        	 	
                (d)

              	
                a
                  Change of Control, as defined in the
                  Plan.

              


      

    

    


    Following
      such events, distribution of the value of the Equivalents, and any investment
      performance thereon, will only be made to the Recipient, his or her designated
      beneficiary, or his or her legal representative, in accordance with the terms
      of
      the Plan

    


    3. Forfeiture

     

    All
      rights in and to any and all Equivalents credited to Recipient pursuant to
      this
      Award Agreement, which have not vested by the Announcement Date, as described
      in
      paragraph 1 of this Award Agreement, 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 shall be forfeited upon (i) the
      Recipient’s involuntary termination for cause; (ii) the Recipient’s voluntary
      termination of employment; (iii) a determination by the Committee that the
      recipient engaged in competition with the Company; or (iv) 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.

     

    4. Definitions:

    


        CAGR
      shall
      mean the Company’s compound annual growth in earnings per share for the period
      from September 30, 2005 to September 30, 2008. For purposes of the calculation
      of CAGR, the determination on annual earnings per share will be based on
      all-inclusive GAAP results, adjusted only for certain unusual items:


     

     

    
      
        	l	    no
                adjustments for tax rates or currencies;


      

      
        	l	
                   
                  adjustments will be made for non-cash highly unusual accounting
                  impacts
                  (e.g. SWS inventory write-up, impairment of goodwill, accelerated
                  book 
    depreciation resulting from plant
                  closings), and 

              


      

    

    
      	l	
                 
                adjustments
                will be made, with the approval of the Committee, for any major unusual
                item (plant closing and sale of facility, major restructuring,
                etc.) 
    which has been approved by
                the
                Board.

            


    

    


    5. Effective
      Date

    


    This
      Award Agreement shall be deemed to be effective as of the 11th day of October,
      2005.

    


    


    ACKNOWLEDGED
      AND ACCEPTED:      ENERGIZER HOLDINGS,
      INC.

    


    


    


    ________________________________      By:_____________________________

    Recipient                                   Ward
      M.
      Klein

    Chief
      Executive Officer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Recipients:

     

    J.
      McClanathan

    J.
      Lynch

    D.
      Sescleifer

    D.
      Hatfield

    P.
      Conrad

    G.
      Stratmann