Form of Performance Restricted Stock Equiv. Award Agmt


    
      

    


    Exhibit
      10.1

    


    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 17th day of October,
      2005.

    


    


    ACKNOWLEDGED
      AND
      ACCEPTED:          ENERGIZER
      HOLDINGS, INC.

    


    


    


    ________________________________          By:__________________________________

    Recipient                                   Peter
      J.
      Conrad

        Vice
      President, Human
      Resources