exhibit10a.htm


    
      

    


    Exhibit
10.1


    AMENDED CHANGE OF
CONTROL

    EMPLOYMENT
AGREEMENT

    


    This Amended Change
of Control Employment Agreement (the “Amended Agreement”) by and between
Energizer Holdings, Inc. (the “Company”), a Missouri corporation, and ________
(“Executive”),

    


    WITNESSETH:

    


    WHEREAS, the
Company, on behalf of itself, its subsidiaries and its stockholders, and any
successor or surviving entity, wishes to encourage Executive’s continued service
and dedication in the performance of his duties, notwithstanding the
possibility, threat or occurrence of a Change of Control of the Company;
and

    


    WHEREAS, the Board
of Directors of the Company (the “Board”) believes that the prospect of a
pending or threatened Change of Control inevitably creates distractions and
personal risks and uncertainties for its executives, and that it is in the best
interests of Company and its stockholders to minimize such distractions to
certain executives, and the Board further believes that it is in the best
interests of the Company to encourage its executives’ full attention and
dedication to their duties, both currently and in the event of any threatened or
pending Change of Control; and

    


    WHEREAS, the Board
has determined that appropriate steps should be taken to reinforce and encourage
the continued retention of certain members of the Company’s management,
including Executive, and the attention and dedication of management to their
assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change of Control.

    


    NOW, THEREFORE, in
order to induce Executive to remain in the employ of the Company and in
consideration of his continued service to the Company, the Company agrees that
Executive shall receive the benefits set forth in this Amended Agreement in the
event that Executive’s employment with the Company is terminated subsequent to a
Change of Control in the circumstances described herein, and the parties further
agree as follows:

     

    I.        Definitions.

    


              The
meaning of each defined term that is used in this Amended Agreement is set forth
below.

    


        (a)   AAA.  The
American Arbitration Association.

     

        (b)   Accounting
Firm.  The meaning of this term is set forth in Subsection
IV(f)(ii).

     

        (c)   Additional
Pay.  The meaning of this term is set forth in Subsection
IV(b).

     

        (d)   After-Tax
Amount.  The meaning of the term is set forth in Subsection
IV(f)(i).

     

        (e)   After-Tax Floor
Amount.  The meaning of this term is set forth in Subsection
IV(f)(i).

     

        (f)    Agreement
Payments.  The meaning of this term is set forth in Subsection
IV(f).

     

        (g)   Beneficiaries.  The
meaning of this term is set forth in Subsection VI(b).

     

        (h)   Board.  The
meaning of this term is set forth in the second WHEREAS clause of this Amended
Agreement.

     

        (i)    Business
Combination.  The meaning of this term is set forth in Subsection
I(k)(iii).

     

        (j)    Cause.  For
purposes of this Amended Agreement, “Cause” shall mean Executive’s willful
breach or failure to perform his/her employment duties.  For purposes
of this Subsection I(j), no act, or failure to act, on the part of Executive
shall be deemed “willful” unless done, or omitted to be done, by Executive not
in good faith and without reasonable belief that such action or omission was in
the best interest of the Company.  Notwithstanding the foregoing,
Executive’s employment shall not be treated as having been terminated for Cause
unless the Company delivers to Executive, prior to or at Termination of
Employment, a certificate of a resolution duly adopted by the affirmative vote
of not less than seventy-five percent (75%) of the entire membership of the
Board at a meeting of the Board called and held for such purpose (after
reasonable notice to Executive and an opportunity for Executive, together with
Executive’s counsel, to be heard before the Board), finding that in the good
faith opinion of the Board, Executive has engaged in such willful conduct and
specifying the details of such willful conduct.

    


               (k)           Change
of Control.  For purposes of this Amended Agreement, a “Change of
Control” shall be deemed to have occurred if there is a change of control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), whether or not the Company is then
subject to such reporting requirement; provided that, without limitation, such a
Change of Control shall be deemed to have occurred if:

    


    
      	 	
              (i)

            	
              any “person”
      (as such term is used in Sections 13(d) and 14(d)(2) as currently in
      effect, of the Exchange Act) is or becomes a “beneficial owner” (as
      determined for purposes of Regulation 13D-G, as currently in effect, of
      the Exchange Act), directly or indirectly, of securities representing
      twenty percent (20%) or more of the total voting power of all of the
      Company’s then outstanding voting securities.  For purposes of
      this Amended Agreement, the term “person” shall not
      include:  (A) the Company or any of its Subsidiaries, (B) a
      trustee or other fiduciary holding securities under an employee benefit
      plan of the Company or any of its Subsidiaries, or (C) an underwriter
      temporarily holding securities pursuant to an offering of said
      securities;

            


    

    


    
      	 	
              (ii)

            	
              during any
      period of two (2) consecutive calendar years, individuals who at the
      beginning of such period constitute the Board and any new director(s)
      whose election by the Board or nomination for election by the Company’s
      stockholders was approved by a vote of at least two-thirds of the
      directors then still in office who either were directors at the beginning
      of such period or whose election or nomination for election was previously
      so approved, cease for any reason to constitute a majority of the
      Board;

            


    

    


    
      	 	
              (iii)

            	
              the
      stockholders of the Company approve a merger, consolidation or sale or
      other disposition of all or substantially all of the assets of the Company
      (a “Business Combination”), in each case, unless following such Business
      Combination:  (i) all or substantially all of the individuals
      and entities who were the “beneficial owners” (as determined for purposes
      of Regulation 13D-G, as currently in effect, of the Exchange Act) of the
      outstanding voting securities of the Company immediately prior to such
      Business Combination beneficially own, directly or indirectly, securities
      representing more than fifty percent (50%) of the total voting power of
      the then outstanding voting securities of the corporation resulting from
      such Business Combination or the parent of such corporation (the
      “Resulting Corporation”); (ii) no “person” (as such term is used in
      Section 13(d) and 14(d)(2), as currently in effect, of the Exchange Act),
      other than a trustee or other fiduciary holding securities under an
      employee benefit plan of the Company or the Resulting Corporation, is the
      “beneficial owner” (as determined for purposes of Regulation 13D-G, as
      currently in effect, of the Exchange Act), directly or indirectly, of
      voting securities representing twenty percent (20%) or more of the total
      voting power of then outstanding voting securities of the Resulting
      Corporation; and (iii) at least a majority of the members of the board of
      directors of the Resulting Corporation were members of the Board at the
      time of the execution of the initial agreement, or at the time of the
      action of the Board, providing for such Business
    Combination;

            


    

    


    
      	 	
              (iv)

            	
              the
      stockholders of the Company approve a plan of complete liquidation or
      dissolution of the Company;

            


    

    


    
      
        	 	
                (v)

              	
                a Section 409A Change of
      Control; or

              
	 	 	 
	 	      
                (vi)

              	      
                any other
      event that a simple majority of the Board, in its sole discretion, shall
      determine constitutes a Change of
  Control.

              


      

    

    


    
      	 	
               

            	
               

            


    

    


               (l)           Code.  For
purposes of this Amended Agreement, “Code” shall mean the Internal Revenue Code
of 1986, as amended.

    


               (m)         Company.  The
meaning of this term is set forth in the first paragraph of this Amended
Agreement and in Subsection VI(a).

    


               (n)           Controlled
Group.  For purposes of this Amended Agreement, “Controlled Group”
shall mean a group including any corporation or
other business entity that from time to time is, along with the Company, a
member of a controlled group of businesses, as defined in sections 414(b) and 414(c)
of the Code, provided that the language “at least 50 percent” shall be used
instead of “at least 80 percent” each place it appears in such test. A
corporation or other business entity ceases to be a member of the Controlled
Group when a sale or other disposition causes it to fall outside the definition
of the term Controlled Group.

    


               (o)           Disability.  For
purposes of this Amended Agreement, “Disability” shall mean an illness, injury
or similar incapacity which 52 weeks after its commencement, continues to render
Executive unable to perform the material and substantial duties of Executive’s
position or any substantially similar occupation or substantially similar
employment for which Executive is qualified or may reasonably become qualified
by training, education or experience.  Any question as to the
existence of a Disability upon which Executive and the Company cannot agree
shall be determined by a qualified independent physician selected by Executive
(or, if Executive is unable to make such selection, by any adult member of
Executive’s immediate family or Executive’s legal representative), and approved
by the Company, such approval not to be unreasonably withheld.  The
determination of such physician made in writing to both the Company and
Executive shall be final and conclusive for all purposes of this Amended
Agreement.

    


               (p)           Employer.  For
purposes of this Amended Agreement, “Employer” shall mean the Company or the
Subsidiary, as the case may be, with which Executive has an employment
relationship.

    


               (q)           Exchange
Act.  This term shall have the meaning set forth in Subsection
I(k).

    


               (r)           Executive.  This
term shall have the meaning set forth in the first paragraph of this Amended
Agreement.

    


               (s)           Excise
Tax.  This term shall have the meaning set forth in Subsection
IV(f)(i).

    


               (t)           Floor
Amount.  This term shall have the meaning set forth in Subsection
IV(f)(i).

    


               (u)           Good
Reason.  For purposes of this Amended Agreement, “Good Reason” shall
mean the occurrence, without Executive’s prior express written consent, of any
of the following circumstances:

    


    
      	 	
              (i)

            	
              The
      assignment to Executive of any duties inconsistent with Executive’s status
      or responsibilities as in effect immediately prior to a Change of Control,
      including imposition of travel obligations which differ materially from
      required business travel immediately prior to the Change of
      Control;

            


    

    
      	 	
              (ii)

            	
              (A) A
      reduction in Executive’s annual base salary as in effect immediately
      before the Change of Control; or (B) the failure to pay a bonus award to
      which Executive is entitled under any short-term incentive plan(s) or
      program(s), any long-term incentive plan(s) or program(s), or any other
      incentive compensation plan(s) or program(s) of Company in which Executive
      participated immediately prior to the time of the Change of
      Control;

            


    

    


    
      	 	
              (iii)

            	
              A change in
      the principal place of Executive’s employment, as in effect immediately
      prior to the Change of Control to a location more than fifty (50) miles
      distant from the location of such principal place at such
      time;

            


    

    


    
      	 	
              (iv)

            	
              The failure
      by the Company to offer Executive participation in incentive compensation
      or stock or stock option plans on at least a substantially equivalent
      basis, both in terms of the nature and amount of benefits provided and the
      level of Executive’s participation, as is then being provided by the
      Company to similarly situated peer executives of the
    Company;

            


    

    


    
      	 	
              (v)

            	
              (A) Except as
      required by law, the failure by the Company to offer Executive benefits on
      at least a substantially equivalent basis, in the aggregate, to those then
      being provided by the Company to similarly situated peer executives of the
      Company under the qualified and non-qualified employee benefit and welfare
      plans of the Company, including, without limitation, any pension, deferred
      compensation, life insurance, medical, dental, health and accident,
      disability, retirement or savings plan(s) or program(s) offered by the
      Company; (B) the taking of any action by the Company that would, directly
      or indirectly, materially reduce or deprive Executive of any other
      perquisite or benefit then being offered by the Company to similarly
      situated peer executives of the Company (including, without limitation,
      Company-paid and/or reimbursed club memberships, financial counseling fees
      and the like); or (C) the failure by the Company to treat Executive under
      the Company’s vacation policy, past practice or special agreement in the
      same manner and to the same extent as then being provided by the Company
      to similarly situated peer executives of the
  Company;

            


    

    


    
      	 	
              (vi)

            	
              The failure
      of the Company to obtain a satisfactory written agreement from any
      successor prior to consummation of the Change of Control to assume and
      agree to perform this Amended Agreement, as contemplated in Subsection
      VI(a); or

            


    

    


    
      	 	
              (vii)

            	
              Any purported
      Termination of Employment by the Company of Executive that is not effected
      pursuant to a Notice of Termination satisfying the requirements of
      Subsection III(c) or, if applicable, Subsection I(j).  For
      purposes of this Amended Agreement, no such purported Termination of
      Employment shall be effective except as constituting Good
      Reason.

            


    

    


    Executive’s
continued employment with the Company or any Subsidiary shall not constitute a
consent to, or a waiver of rights with respect to, any circumstances
constituting Good Reason hereunder.  Any good faith determination of
“Good Reason” made by the Executive shall be conclusive for purposes of this
Amended Agreement.

    


        (v)    Gross-Up
Payment.  The meaning of this term is set forth in Subsection
IV(f)(i).

    


        (w)    Notice of
Termination.  The meaning of this term is set forth in Subsection
III(c).

    


        (x)    Other
Payments.  The meaning of this term is set forth in Subsection
IV(f)(i).

    


        (y)    
Payments.  The meaning of this term is set forth in Subsection
IV(f)(i).

    


        (z)    Resulting
Corporation.  The meaning of this term is set forth in Subsection
I(k)(iii).

    


        (aa)    Retirement.  For
purposes of this Amended Agreement, “Retirement” shall mean Executive’s
voluntary Termination of Employment with the Company, other than for Good
Reason, and in accordance with the Company’s retirement policy generally
applicable to its employees or in accordance with any prior or contemporaneous
retirement agreement or arrangement between Executive and the
Company.

    


        (bb)    Section
409A Change of Control.  For purposes of this
Amended Agreement, “Section
409A Change of Control” shall mean:

    


                   (i)  The acquisition by
one person, or more than one person acting as a group, of ownership of 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.;

     

        (ii) The acquisition
by one person, or more than one person acting as a group, of ownership of stock
of the Company, that together with stock of the Company acquired during the
twelve-month period ending on the date of the most recent acquisition by such
person or group, constitutes 30% or more of the 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 30% or more 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.;

     

        (iii)  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;

     

        (iv)  One
person, or more than one person acting as a group, acquires (or has acquired
during the twelve-month period ending on the date of the most recent acquisition
by such person or group) assets from the Company that have a total gross fair
market value (determined without regard to any liabilities associated with such
assets) equal to or more than 40% of the total gross fair market value of all of
the assets of the Company immediately before such acquisition or
acquisitions.

     

    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 in
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.

     

        (cc)    Severance
Bonus Amount.  For purposes of this Amended Agreement, “Severance
Bonus Amount” means an amount determined by averaging the percentages of
Executive’s base salary which were actually awarded to Executive as incentive
bonuses under short-term incentive plans of the Company or any of its
Subsidiaries for the five most recently completed fiscal years prior to the
fiscal year in which the Change of Control occurs, and multiplying such average
percentage by the greater of (A) Executive’s annual base salary in effect
immediately prior to the Termination of Employment, or (B)
Executive’s annual base salary in effect as of the date of the Change of
Control.  If Executive was not employed by the Company or any of its
Subsidiaries for the entire five-year period, the average shall be determined
only for those years during which Executive was so employed.

    


        (dd)    Subsidiary.  For
purposes of this Amended Agreement, “Subsidiary” shall mean any corporation of
which fifty percent (50%) or more of the voting stock is owned, directly or
indirectly, by the Company.

    


        (ee)    Target
Bonus.  For purposes of this Amended Agreement, “Target Bonus” means
the assigned bonus target for the Executive under any short-term incentive
plan(s) of the Company, multiplied by his or her base salary, for the relevant
fiscal year.  If the Executive’s base salary is changed during the
relevant fiscal year, the Target Bonus shall be calculated by multiplying the
Executive’s assigned bonus target by the highest base salary in effect during
that fiscal year.

    


        (ff)    Termination Notice Date.  For purposes
of this Amended Agreement, “Termination Notice Date” shall mean:

    


    
      	 	
              (i)

            	
              In the case of
      Executive’s Termination of Employment because of Disability, thirty
      (30) calendar days in advance of Executive’s
      Termination of
      Employment; and

            


    

    


    
      	 	
              (ii)

            	
              In the case of
      Executive’s Termination of Employment for Cause, a date not be less than thirty
      (30) calendar days in
      advance of Executive’s Termination of Employment
      and, in the case of Executive’s
      Termination of Employment for Good Reason, a date not be less than thirty (30)
      calendar days nor more than sixty (60) calendar days in advance of Executive’s Termination of
      Employment.

            


    

    


    
      	 	
              (gg)

            	
              Termination
      of Employment. For purposes of this Amended Agreement, “Termination of
      Employment” shall mean Executive’s separation from service with the
      Employer and all other members of the Controlled Group, as the term “separation from service” is defined in IRS regulations
      under Section 409A of the Code (generally, a decrease in the performance
      of services to no more than 20% of the average for the preceding 36-month
      period, and disregarding leave of absences up to six months where there is
      a reasonable expectation the Employee will
  return).

            


    

    


    II.           Term
of Agreement.

    


               (a)           General.  Upon
execution by Executive, this Amended Agreement shall commence effective as of
January 28, 2008.  This Amended Agreement shall continue in effect
through May 1, 2011; provided, however, that commencing on May 1, 2009, and
every May 1 thereafter, the term of this Amended Agreement shall automatically
be extended for an additional year unless, not later than ninety (90) calendar
days prior to the date on which this Amended Agreement otherwise automatically
would be extended, the Company shall have given notice to Executive that it does
not wish to extend this Amended Agreement; provided further, however, that if a
Change of Control shall have occurred during the original or any extended term
of this Amended Agreement, this Amended Agreement shall continue in effect for a
period of thirty-six (36) months beyond the month in which the Change of Control
occurred.

    


               (b)           Disposition
of Employer.  In the event Executive is employed by a Subsidiary, the
terms of this Amended Agreement shall expire if such Subsidiary is sold or
otherwise disposed of prior to the date on which a Change of Control occurs,
unless Executive continues in employment with the Controlled Group after such
sale or other disposition.  If Executive’s Employer is sold or
disposed of on or after the date on which a Change of Control occurs, this
Amended Agreement shall continue through its original term or any extended term
then in effect.

    


               (c)           Deemed
Change of Control.  If Executive’s Termination of Employment occurs
prior to the date on which a Section 409A Change of Control occurs,
and such Termination of Employment was at the request of a third party who has
taken steps to effect a Section 409A Change of Control, or
otherwise was in connection with the Section 409A Change of Control, then for all
purposes of this Amended Agreement, a Section 409A Change of Control shall be deemed to have
occurred prior to such Termination of Employment.

    


               (d)           Expiration
of Agreement.  No termination or expiration of this Amended Agreement
shall affect any rights, obligations or liabilities of either party that shall
have accrued on or prior to the date of such termination or
expiration.

    


    III.           Benefits
Following Change of Control.

    


               (a)           Prorated
Payout of Short Term Bonus.  If a Change of Control shall have
occurred, Executive shall be entitled to, immediately upon the date of the
Change of Control, payment in full of Executive’s prorated bonus for the fiscal
year in which the Change of Control occurs.  The prorated bonus amount
shall be calculated as Executive’s Target Bonus for the fiscal year in which the
Change of Control occurs, or, if greater, the actual bonus awarded to Executive
under any short-term incentive plan(s) of the Company for the fiscal year
immediately preceding the fiscal year in which the Change of Control occurs,
divided by 365 and multiplied by the number of calendar days in said year
immediately up to the day on which the Change of Control occurs. The payment
described in this section III(a) shall be subject to any valid deferral election
which was made prior to that time by the Executive under any Company qualified
pension plan, nonqualified pension plan, 401(k), excess 401(k) or non-qualified
deferred compensation plan then in effect. The payment of such prorated
short-term bonus shall also be taken into consideration for purposes of
computation of benefits under any qualified and/or nonqualified employee pension
benefit plans or employee welfare benefit plans then maintained by the Company,
and, if applicable, any agreement entered into between the Executive and the
Company which is then in effect, in accordance with the terms and conditions of
such plans and/or agreements.

    


               (b)           Entitlement
to Benefits Upon Termination of Employment.  If a Change of Control
shall have occurred, Executive shall be entitled to, in addition to the benefits
described in Subsection III(a), the benefits provided in Section IV hereof upon
his/her subsequent Termination of Employment within three (3) years after the
date of the Change of Control unless such Termination of Employment is (i) a
result of Executive’s death or Retirement, (ii) for Cause, (iii) a result of
Executive’s Disability, or (iv) by Executive other than for Good
Reason.  For purposes of Executive’s entitlement to benefits under
Section IV of this Amended Agreement, “Termination of Employment” shall be
limited to a Termination of Employment that is not as a result of Executive’s
death, Retirement or Disability and (x) if by the Company, is not for Cause, or
(y) if by Executive, is for Good Reason.

    


               (c)           Notice
of Termination.  Any purported Termination of Employment by either the
Company or Executive shall be communicated on
the Termination Notice Date by written Notice of Termination to
the other party hereto in accordance with Section VIII.  For purposes
of this Amended Agreement, a “Notice of Termination” shall mean a written notice
that indicates the specific provision(s) of this Amended Agreement relied upon
and sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for Executive’s Termination of Employment under the provision(s)
so indicated.  If Executive’s Termination of Employment shall be for
Cause or by Executive for other than Good Reason, the Company shall pay
Executive his/her full base salary through the Termination of Employment at the salary
level in effect at the time Notice of Termination is given and shall pay any
amounts to be paid to Executive pursuant to any other compensation or stock or
stock option plan(s), program(s) or employment agreement(s) then in effect,
at the time such payments are due under such
plan(s), program(s) or agreement(s), and the Company shall have no
further obligations to Executive under this Amended Agreement.

    


               If
within thirty (30) calendar days after any Notice of Termination is given, the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the grounds for Termination of Employment, then, amounts will be treated as paid
upon Termination of Employment if paid on the date on which the dispute
is finally resolved, whether by mutual written agreement of the parties or by a
decision rendered pursuant to Section XI; provided that such notice is given in
good faith and the party giving such notice pursues the resolution of such
dispute with reasonable diligence.  In the event such dispute involves nonpayment of
benefits under this Agreement, Executive must take further enforcement efforts
within the period specified in Regulation §1.409A-3(g) in order to demonstrate
reasonable diligence (generally within 180 days of the latest date on which
payment could have been timely made absent such dispute).  Notwithstanding the pendency of
any such dispute, the Company will continue to pay Executive his/her full
compensation including, without limitation, base salary, bonus, incentive pay
and equity grants, in effect when the notice of the dispute was given, and
continue Executive’s participation in all benefits plans or other perquisites in
which Executive was participating, or which Executive was enjoying, when the
Notice of Termination giving rise to the dispute was given, until the dispute is
finally resolved, provided that any amounts subject to Section 409A
shall not commence to be paid until the sixth month anniversary of Executive’s
Termination of Employment.  Amounts paid under this
Subsection III(c) are in addition to and not in lieu of all other amounts due to
Executive under this Amended Agreement and shall not be offset against or reduce
any other amounts due to Executive under this Amended Agreement.

    


    IV.           Compensation
Upon a Termination of Employment.

    


    Following a Change
of Control, upon Executive’s Termination of Employment, Executive shall be
entitled to the following benefits, provided that such Termination of Employment
occurs during the three (3) year period immediately following the date of the
Change of Control, and such Termination of Employment is not as a result of
Executive’s death, Retirement or Disability and (x) if by the Company, is not
for Cause, or (y) if by Executive, is for Good Reason:

    


               (a)           Accelerated
Vesting of Equity Awards.  All unvested stock options and restricted
stock and stock equivalent awards, including performance awards, that have been
granted or sold to the Executive by the Company and which have not otherwise
vested, shall immediately accelerate and vest in the manner and to the extent
such awards would vest under the terms of the individual award agreements with
respect to each of those equity awards as if a change of control, as defined in
those individual award agreements, had occurred, notwithstanding that the
definition of a change of control set forth in those award agreements may differ
from the definition of Change of Control set forth in this Agreement, and
notwithstanding that the terms of individual award agreements might otherwise
provide for forfeiture of those awards upon Executive’s Termination of
Employment. With respect to stock equivalents,
the acceleration and vesting described in this Subsection IV(a) shall be subject
to any valid deferral election which was made prior to that time by the
Executive under any Company non-qualified deferred compensation plan, program or
permitted deferral arrangement then in effect. If Executive does not incur a
Termination of Employment following a Change of Control, nothing herein shall be
deemed to revise or amend the terms of the individual award agreements with
respect to such equity awards.

    


               (b)           Standard
Benefits.  The Company shall pay Executive his/her full base salary
through Termination of
Employment at the rate in effect at the time the Notice of Termination is
given, no later than the second business day following Termination of Employment, plus all
other amounts to which Executive is entitled under any compensation plan(s) or
program(s) of the Company applicable to Executive at the time such payments are
due under such plan(s) or program(s).  Without limitation, amounts
payable pursuant to this Subsection IV(b) shall include, pursuant to the express
terms of any short-term incentive plan(s) in which Executive participates or
otherwise, Executive’s Target Bonus for the then-current fiscal year, pro-rated
to Termination of
Employment.  If Termination of Employment shall fall
within the same short-term incentive period, as set forth by the express terms
of any of the short-term incentive plan(s) in which Executive participates or
otherwise, as of the Change of Control Date, and Executive has previously
received the prorated bonus amount as described in Subsection III(a), then
Executive shall be paid the difference between the prorated bonus amount as
described here in Subsection IV(b) and the prorated bonus amount described in
Subsection III(a).

    


               (c)           Additional
Benefits.  The Company shall pay to Executive as additional pay
(“Additional Pay”), the product of three (3) multiplied by the sum of (x) the
greater of (i) Executive’s annual base salary in effect immediately prior to the
Termination of
Employment, or (ii) Executive’s annual base salary in effect as of the
date of the Change of Control, and (y) Executive’s Severance Bonus
Amount.  The Company shall pay the Additional Pay to Executive in a
lump sum, in cash, on the sixth month anniversary of Executive’s Termination
of
Employment.  Subject to the provisions of Section XIII, the
Company shall maintain for Executive all such perquisites and fringe benefits
enjoyed by Executive immediately prior to Termination of Employment as are
approved in writing by the Company’s Chief Executive Officer for such period as
is specified in such writing. The payment described in this section IV(c) shall
not be deemed to be regular compensation which is subject to any deferral
elections made by the Executive, or Company matching contributions, under any
qualified pension plan, nonqualified pension plan, 401(k), excess 401(k) or
nonqualified deferred compensation plan then maintained by the Company. Except
as specifically set forth in section IV(d) below, such payment shall not be
taken into consideration for purposes of computation of benefits under any
qualified and/or non-qualified employee pension benefit plans or employee
welfare benefit plans then maintained by the Company, and, if applicable, any
agreement entered into between the Executive and the Company which is then in
effect.

    


               (d)           Retirement
Plan Benefits.  If not already vested, Executive shall be deemed fully
vested as of his or
her Termination of
Employment in any Company retirement plan(s) or other written
agreement(s) between Executive and the Company relating to pay or other
retirement income benefits upon retirement in which Executive was a participant,
party or beneficiary immediately prior to the Change of Control, and any
additional plan(s) or agreement(s) in which such Executive became a participant,
party or beneficiary thereafter.  In addition to the foregoing, for
purposes of determining the amounts to be paid to Executive under such plan(s)
or agreement(s), the years of service with the Company and the age of Executive
under all such plans and agreements shall be deemed increased by thirty-six (36)
months.  For purposes of this Subsection IV(d), the term “plan(s)”
includes, without limitation, the Company’s qualified pension plan,
non-qualified pension plans, 401(k) plans and excess 401(k) plans, and any
companion, successor or amended plan(s), and the term “agreement(s)”
encompasses, without limitation, the terms of any offer letter(s) leading to
Executive’s employment with the Company where Executive was a signatory thereto,
any written amendment(s) to the foregoing and any subsequent agreements on such
matters.  In the event the terms of the plans referenced in this
Subsection IV(d) do not for any reason coincide with the provisions of this
Subsection IV(d) (e.g., if plan amendments would cause disqualification of
qualified plans), Executive shall be entitled to receive from the Company, under
the terms of this Amended Agreement, an amount equal to all amounts Executive
would have received, had all such plans continued in existence as in effect on
the date of this Amended Agreement after being amended to coincide with the
terms of this Subsection IV(d), payable in 36 monthly installments, commencing
on the first day of the month immediately following the sixth-month anniversary
of Executive’s Termination of
Employment.

    


               (e)           Health
and Other Benefits.

    


                          (i)  For
a period of thirty-six (36) months after Termination of Employment, the Company
shall continue health, vision, dental, life insurance and long-term disability
benefits, including executive benefits, to Executive and/or Executive’s family
as if Executive’s employment with the Company had not been terminated as of
Termination of
Employment, in accordance with the Company’s then-current plans,
programs, practices and policies on terms and conditions (including the level of
benefits, deductibles and employee payments for such benefits) not less
favorable than those which are then being provided to peer executives of the
Company. The full cost of health and dental coverage,
less the portion of the cost that the Executive is required to pay for such
benefits pursuant to the Company’s health and dental plan or program,
will be included in Executive’s taxable income. The amount paid under this
Section IV(e)(i) during a taxable year of Executive may not impact the amount
paid by the Company under this Section IV(e)(i) during any other taxable
year.

    


                          The
Company will also pay Executive an amount equal to any federal, state and local
taxes due on such taxable income such that Executive will be in tax-equivalent
position after such payments to what Executive would have been in had Executive
paid the full cost of the coverage. Such amount will be paid to the Executive on
the later of (i) the due date for the Executive’s tax return for the taxable
year in which such taxable income is reported, and (ii) the sixth month
anniversary of Executive’s Termination of Employment. In no event
shall such amount be paid later than the end of Executive’s taxable year next
following the taxable year in which such taxes are remitted to the applicable
taxing authority.

    


                          (ii)  If
pursuant to the terms and conditions of any such health or welfare plan or
program, the Company is not able to continue Executive’s and/or Executive’s
family participation in the plan or program for all or any portion of such
thirty-six (36) month period, the Company will reimburse Executive for the cost
of insurance for any such benefit for Executive and/or Executive’s family, for
such period as such benefits are not able to be continued pursuant to a plan or
program of the Company, less the amount that would have been paid by Executive
for such benefits pursuant to the Company’s plan or program. Such amount will be
payable in 36 monthly installments, commencing on the first day of the month
immediately following Executive’s Termination of
Employment. In the event that Executive and the Company cannot
agree upon the amount of such payments described in the previous two sentences,
they shall mutually agree upon an independent third-party benefits consultant
who shall determine, after an opportunity for both Executive and the Company to
present evidence, the amount of such payments which shall be made, which
determination shall be binding upon Executive and the Company, absent manifest
error.

    


                          In
the event that the Executive, at the time of a Change of Control, is not
eligible to participate as a retiree in the Company’s health and dental plans,
including executive plans, the Company shall immediately cause the eligibility
requirements for participation as a retiree in such plans to be revised or
waived so that Executive shall be entitled to participate as a retiree following
Executive’s Termination of Employment and the continuation of benefits period
described in the preceding paragraph.

    


               (f)           Alternatives
in the Event of Excise Tax.

    


        (i)  In the
event any payment(s) or the value of any benefit(s) received or to be received
by Executive in connection with Executive’s Termination of Employment or
contingent upon a Change of Control (whether received or to be received pursuant
to the terms of this Amended Agreement (the “Agreement Payments”) or of any
other plan, arrangement or agreement of the Company, its successors, any person
whose actions result in a Change of Control, or any person affiliated with any
of them (or which, as a result of the completion of the transaction(s) causing a
Change of Control, will become affiliated with any of them) (“Other Payments”
and, together with the Amended Agreement Payments, the “Payments”)), are
determined, under the provisions of Subsection IV(f)(ii), to be subject to an
excise tax imposed by Section 4999 of the Code (any such excise tax, together
with any interest and penalties, are hereinafter collectively referred to as the
“Excise Tax”), as determined in this Subsection IV(f)(i), the Company shall pay
to Executive an additional amount such that the net amount retained by
Executive, after any federal, state, and local income and employment tax and
Excise Tax payable by Executive upon the Payment(s) provided for by this
Subsection IV(f)(i), and any interest, penalties or additions to tax payable by
Executive with respect thereto shall be equal to the Excise Tax imposed on the
Payments (the “Gross-Up Payment(s)”).  The intent of the parties is
that the Company shall be responsible in full for, and shall pay, any and all
Excise Tax on any Payments and Gross-Up Payment(s) and any income and all excise
and employment taxes (including, without limitation, penalties and interest)
imposed on any Gross-Up Payment(s) as well as any loss of deduction caused by or
related to the Gross-Up Payment(s). Notwithstanding the above, however, and any
other provision of this Agreement, if the After-Tax Amount (as defined below) of
the aggregate of the Payments and the Gross-Up Payments that would, but for the
provisions of this sentence, be payable to Executive, does not exceed 110% of
the After-Tax Floor Amount (as defined below), then no Gross-Up Payment shall be
made to Executive, and the aggregate amount of the Agreement Payments payable to
Executive shall be reduced to the largest amount which would both (i) not cause
any Excise Tax to be payable by Executive, and (ii) not cause any Payments to
become nondeductible by the Company by reason of Section 280G of the Code (or
any successor provision thereto). For purposes of this Agreement: (i) “After-Tax
Amount” means the portion of a specified amount that would remain after payment
of all Excise Taxes, income taxes, payroll and withholding taxes, and other
applicable taxes paid or payable by Executive in respect of such specified
amount; (ii) “Floor Amount” means the greatest pre-tax amount of Payments that
could be paid to Executive without causing Executive to become liable for any
Excise Taxes in connection therewith; and (iii) “After-Tax Floor Amount” means
the After-Tax Amount of the Floor Amount.

    


                   If
there is a determination that the Agreement Payments payable to Executive must
be reduced pursuant to the penultimate sentence of the immediately preceding
paragraph, the Company shall promptly give Executive notice to that effect and a
copy of the detailed calculation thereof and of the amount to be reduced.
Executive may then elect, in Executive’s sole discretion, which and how much of
the Agreement Payments shall be eliminated or reduced as long as after such
election the aggregate present value of the Agreement Payments equals the
largest amount that would both (i) not cause any Excise Tax to be payable by
Executive, and (ii) not cause any Payments to become nondeductible by the
Company by reason of Section 280G of the Code (or any successor provision
thereto). Executive shall advise the Company in writing of Executive’s election
within ten (10) days of Executive’s receipt of such notice from the Company. If
no election is made by Executive within the ten-day period, the Company may
elect which and how much of the Agreement Payments shall be eliminated or
reduced as long as after such election the aggregate present value of the
Agreement Payments equals the largest amount that would both (i) not cause any
Excise Tax to be payable by Executive, and (ii) not cause any Payments to be
nondeductible by the Company by reason of Section 280G of the Code (or any
successor provision thereto). For purposes of this paragraph, present value
shall be determined in accordance with Code Section 280G(d)(4).

    


        (ii)  All
determinations required to be made under this Subsection IV(f), including,
without limitation, whether and when a Gross-Up Payment is required, the amount
of such Gross-Up Payment, and whether the aggregate amount of Agreement Payments
shall be reduced, and the assumptions to be utilized in arriving at such
determinations, unless otherwise set forth in this Amended Agreement, shall be
made by a nationally recognized certified public accounting firm selected by the
Company and reasonably acceptable to Executive (the “Accounting
Firm”).  For purposes of determining the amount of any Gross-Up
Payment, Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made, and state and local income taxes at the highest
marginal rate of taxation in the state and locality of Executive’s residence on
his or
her Termination of Employment, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.  The Company shall cause the Accounting
Firm to provide detailed supporting calculations to the Company and Executive
within fifteen (15) business days after notice is given by Executive to the
Company that any or all of the Payments have occurred, or such earlier time as
is requested by the Company.  Within two (2) business days after such
notice is given to the Company, the Company shall instruct the Accounting Firm
to timely provide the data required by this Subsection IV(f)(ii) to
Executive.  All fees and expenses of the Accounting Firm shall be paid
in full by the Company.  Any Gross-Up Payment as determined pursuant
to this Subsection IV(f)(ii), net of applicable withholding taxes, shall be paid
by the Company to the Executive on the later of (i) five (5) business days after
receipt of the Accounting Firm’s determination, or (ii) the sixth-month
anniversary of Executive’s Termination of Employment.  In no
event shall such amount be paid later than the date for the Executive’s remittance of such taxes to
the applicable taxing authority.  If the Accounting Firm
determines that there is substantial authority (within the meaning of Section
6662 of the Code) that no Excise Tax is payable by Executive, the Accounting
Firm shall furnish Executive with a written opinion that failure to disclose or
report the Excise Tax on Executive’s federal income tax return will not
constitute a substantial understatement of tax or be reasonably likely to result
in the imposition of a negligence or any other penalty.  Any
determination by the Accounting Firm shall be binding upon the Company and
Executive in the absence of material mathematical or legal error.  As
a result of the uncertainty in the application of Section 4999 of the Code at
the time the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments will not have been made by the Company that
should have been made or that Gross-Up Payments will have been made that should
not have been made, in each case, consistent with the calculations required to
be made hereunder.  In the event the Company exhausts its remedies
pursuant to Subsection IV(f)(iii) below and Executive is thereafter required to
make a payment of any Excise Tax or any interest, penalties or addition to tax
related thereto, the Accounting Firm shall determine the amount of underpayment
of Excise Taxes that has occurred and any such underpayment and interest,
penalties or addition to tax shall be paid by the Company to Executive along
with such additional amounts described in Section IV (f)(i) on
the later of (i) five (5) business days after receipt of the Accounting Firm’s
determination, or (ii) the sixth-month anniversary of Executive’s
Termination of
Employment.  In no event shall such amount be paid later than the date
for the Executive’s remittance of such taxes to the applicable taxing
authority.  In the event the Accounting Firm determines that an
overpayment of Gross-Up Payment(s) has occurred, Executive shall be required to
reimburse the Company for such overpayment; provided, however, that
Executive shall have no duty or obligation whatsoever to reimburse the Company
if Executive’s receipt of the overpayment, or any portion thereof, is included
in Executive’s income and Executive’s reimbursement of the same is not
deductible by Executive for federal and state income tax purposes.

    


        (iii)           Executive
shall notify the Company in writing of any claim of which Executive is aware by
the Internal Revenue Service or state or local taxing authority, that, if
successful, would result in any Excise Tax or an underpayment of any Gross-Up
Payment(s).  Such notice shall be given as soon as practicable but no
later than fifteen (15) business days after Executive is informed in writing of
the claim by the taxing authority and Executive shall provide written notice of
the Company of the nature of the claim, the administrative or judicial appeal
period, and the date on which any payment of the claim must be
paid.  Executive shall not pay any portion of the claim prior to the
expiration of the thirty (30) day period following the date on which Executive
gives such notice to the Company (or such shorter period ending on the date that
any amount under the claim is due).  If the Company notifies Executive
in writing prior to the expiration of such thirty (30) day period that it
desires to contest the claim, Executive shall:

    


    
      	
               
      

            	
              give the
      Company any information reasonably requested by the Company relating to
      the claim;

            


    

    
      	
               
      

            	
              take such
      action in connection with contesting the claim as the Company shall
      reasonably request in writing from time to time, including without
      limitation, accepting legal representation concerning the claim by an
      attorney selected by the Company who is reasonably acceptable to
      Executive; and

            


    

    
      	
               
      

            	
              cooperate
      with the Company in good faith in order to effectively contest the
      claim;

            


    

    


    provided, however,
that the Company shall bear and pay directly all costs and expenses (including,
without limitation, additional interest and penalties and attorneys’ fees)
incurred in such contests and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including, without
limitation, interest and penalties thereon) imposed as a result of such
representation.  Without limitation upon the foregoing provisions of
this Subsection IV(f)(iii), except as provided below, the Company shall control
all proceedings concerning such contest and, in its sole opinion, may pursue or
forego any and all administrative appeals, proceedings, hearings and conferences
with the taxing authority pertaining to the claim.  At the written
request of the Company and upon payment to Executive of an amount at least equal
to any amount necessary to obtain the jurisdiction of the appropriate taxing
authority and sue for a refund, Executive agrees to prosecute in cooperation
with the Company any contest of a claim to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company requests Executive to pay the claim and sue for a refund, the Company
shall advance the amount of such payment to Executive, on an interest-free
basis, and shall indemnify and hold Executive harmless on an after-tax basis,
from any Excise Tax or income tax (including, without limitation, interest and
penalties thereon) imposed on such advance or for any imputed income on such
advance.  Any extension of the statute of limitations relating to
assessment of any Excise Tax for the taxable year of Executive which is the
subject of the claim is to be limited solely to the
claim.  Furthermore, the Company’s control of the contest shall be
limited to issues for which a Gross-Up Payment would be payable
hereunder.  Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.

    


        (iv)  If
after the receipt by Executive of an amount advanced by the Company pursuant to
Subsection IV(f)(iii) above, Executive receives any refund of a claim or any
additional amount that was necessary to obtain jurisdiction, Executive shall
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable
thereto).  If, after the receipt by Executive of an amount advanced by
the Company pursuant to Subsection IV(f)(iii) above, a determination is made
that Executive shall not be entitled to any refund of the claim, and the Company
does not notify Executive in writing of its intent to contest such denial of
refund of a claim prior to the expiration of thirty (30) calendar days after
such determination, then the portion of such advance attributable to a claim
shall be forgiven by the Company and shall not be required to be repaid by
Executive.  The amount of such advance attributable to a claim shall
offset, to the extent thereof, the amount of the underpayment required to be
paid by the Company to Executive.

    


               (g)           Legal
Fees and Expenses.  The Company shall pay to Executive all legal fees
and expenses as and when incurred by Executive in connection with this Amended
Agreement, including all such fees and expenses, if any, incurred in contesting
or disputing any Termination of Employment or in seeking to obtain or enforce
any right or benefit provided by this Amended Agreement, regardless of the
outcome, unless, in the case of a legal action brought by or in the name of
Executive, a decision is rendered pursuant to Section XI, or in any other proper
legal proceeding, that such action was not brought by Executive in good faith.
  Such reimbursements shall be made no later than the
last day of the calendar year following the calendar year in which the expenses
were incurred.

    


               (h)           No
Mitigation.  Executive shall not be required to mitigate the amount of
any payment provided for in this Section IV by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in this
Section IV be reduced by any compensation earned by Executive as the result of
employment by another employer or by retirement or other benefits received from
whatever source after his or
her Termination of Employment or otherwise,
except as specifically provided in this Section IV.  The Company’s
obligation to make payments to Executive provided for in this Amended Agreement
and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action that
the Company or Employer may have against Executive or other
parties.

    


    V.    Death and Disability
Benefits.

    


    In the event of the
death or Disability of Executive after a Change of Control, Executive, or in the
case of death, Executive’s Beneficiaries (as defined below in Subsection VI(b)),
shall receive the benefits to which Executive or his/her Beneficiaries are
entitled under this Amended Agreement and any and all retirement plans, pension
plans, disability policies and other applicable plans, programs, policies,
agreements or arrangements of the Company.

    


    VI.    Successors; Binding
Agreement.

    


               (a)           Obligations
of Successors.  The Company will require any successor or
assignee (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this Amended
Agreement in the same manner and to the same extent that the Company is required
to perform it.  Accordingly, this Agreement shall
be binding upon such successor or assignee, and the term “Company” shall
include any surviving entity or successor
to all or substantially all of its business and/or assets and the parent of any
such surviving entity or successor. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Amended Agreement and shall entitle Executive to pursue appropriate remedies for such
breach.  In particular, the parties agree that failure of the Company
to obtain such assumption and agreement prior to the effectiveness of a Section
409A Change of Control shall entitle Executive to compensation
from the Company in the same amount and on the same terms as Executive would be
entitled hereunder if Executive had incurred a Termination of
Employment for Good Reason following a Change of Control, except that for
purposes of implementing the foregoing, the date of
the Section 409A Change of Control shall be the payment event triggering the
payment of benefits.  

    


               (b)           Enforceable
by Beneficiaries.  This Amended Agreement shall inure to the benefit
of and be enforceable by Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees (the “Beneficiaries”).  In the event of the death of
Executive while any amount would still be payable hereunder if such death had
not occurred, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Amended Agreement to Executive’s
Beneficiaries.

    


               (c)           Employment.  Except
in the event of a Change of Control and, thereafter, only as specifically set
forth in this Amended Agreement, nothing in this Amended Agreement shall be
construed to (i) limit in any way the right of the Company or a Subsidiary to
terminate Executive’s employment at any time for any reason or for no reason; or
(ii) be evidence of any agreement or understanding, expressed or implied, that
the Company or a Subsidiary will employ Executive in any particular position, on
any particular terms or at any particular rate of remuneration.

    


    VII.           Non-Competition;
Non-Solicitation; Confidential Information.

    


        (a)           In
consideration of the benefits provided under this Amended Agreement upon
Executive’s Termination of Employment, Executive agrees that for a period of two
years after Executive’s Termination of Employment, Executive will not compete
against the Company or any Employer within the Controlled Group in any Energizer
Business.  For purposes of this Amended Agreement, “Energizer
Business” shall mean any of the following business activities: all aspects of
manufacturing, marketing, distributing, consulting with regard to, and/or
operating a facility for the manufacturing, processing, marketing, or
distribution of batteries, lighting products, rechargeable batteries, related
battery and lighting products, wet-shave products, feminine care products,
infant care products and skin care products.  For purposes of this
Amended Agreement, to “compete” means to accept or begin employment with,
advise, finance, own (partially or in whole), consult with, or accept an
assignment through an employer with any third party worldwide in a position
involving or relating to an Energizer Business. This subparagraph, however, does
not preclude Executive from buying or selling shares of stock in any company
that is publicly listed and traded in any stock exchange or over-the-counter
market.

    


        (b)           For
a period of two years following the Executive’s Termination of Employment,
Executive shall not (i) induce or attempt to induce any employee of the Company
or any Employer within the Controlled Group to leave the employ of the Company
or such Employer or in any way interfere with the relationship between the
Company or any such Employer and its employees or (ii) induce or attempt to
induce any customer, supplier, distributor, broker, or other business relation
of the Company or any Employer within the Controlled Group to cease doing
business with the Company or such Employer, or in any way interfere with the
relationship between any customer, supplier, distributor, broker or other
business relation and the Company or such Employer.

    


        (c)           Executive
shall hold in fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company, the
Subsidiaries and their respective businesses, which shall have been obtained
during Executive’s employment with the Employer and which shall not be public
knowledge (other than by acts by Executive or his/her representatives in
violation of this Amended Agreement).  After Executive’s Termination
of Employment with the Company or any Employer within the Controlled Group,
Executive shall not, without prior written consent of the Company or the
Employer, communicate or divulge any such information, knowledge or data to
anyone other than the Company, the Employer or those designated by
them.

    


    In no event shall
an asserted violation of this Section VII constitute a basis for deferring or
withholding any amounts otherwise payable to Executive under this Amended
Agreement.

    


    VIII.           Notice.

    


    All notices and
communications including, without limitation, any Notice of Termination
hereunder, shall be in writing and shall be given by hand delivery to the other
party, by registered or certified mail, return receipt requested, postage
prepaid, or by overnight delivery service, addressed as follows:

    


    If to
Executive:

    


    ________________

    ________________

    ________________

    


    If to the
Company:

    


    Energizer Holdings,
Inc.

    533 Maryville
University Drive

    St. Louis,
MO  63141

               Attn:  General
Counsel

    


    or to such other
address as either party shall have furnished to the other in writing in
accordance herewith.  Notice and communications shall be deemed given
and effective when actually received by the addressee.

    


    IX.           Miscellaneous.

    


    No provision of
this Amended Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Executive and
the Company’s Chief Executive Officer or other authorized officer designated by
the Board or an appropriate committee of the Board.  No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any conditions or provision of this Amended Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time.  No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Amended
Agreement.  The validity, interpretation, construction and performance
of this Amended Agreement shall be governed by the laws of the State of
Missouri.  All references to sections of the Code or the Exchange Act
shall be deemed also to refer to any successor provisions of such
sections.  Any payments provided for hereunder shall be paid net of
any applicable withholding required under federal, state or local
law.  The obligations of the Company under Sections IV and V shall
survive the expiration of the term of this Amended Agreement.

    


    X.           Validity.

    


    The invalidity or
unenforceability of any provision of this Amended Agreement shall not affect the
validity or enforceability of any other provision of this Amended Agreement,
which shall remain in full force and effect.

    


    XI.           Arbitration.

    


    Any dispute that
may arise directly or indirectly in connection with this Amended Agreement,
Executive’s employment or Executive’s Termination of Employment, whether arising
in contract, statute, tort, fraud, misrepresentation, discrimination or other
legal theory, shall be resolved by arbitration in St. Louis, Missouri under the
applicable rules and procedures of the AAA.  The only legal claims
between Executive and the Company or any Subsidiary that would not be included
in this agreement to arbitration are claims by Executive for workers’
compensation or unemployment compensation benefits, claims for benefits under a
Company or Subsidiary benefit plan if the plan does not provide for arbitration
of such disputes, and claims by Executive that seek judicial relief in the form
of specific performance of the right to be paid until Termination of Employment during the
pendency of any applicable dispute or controversy.  If this Article XI
is in effect, any claim with respect to this Amended Agreement, Executive’s
employment or Executive’s Termination of Employment must be established by a
preponderance of the evidence submitted to an impartial arbitrator.  A
single arbitrator engaged in the practice of law shall conduct any arbitration
under the applicable rules and procedures of the AAA.  The arbitrator
shall have the authority to order a pre-hearing exchange of information by the
parties including, without limitation, production of requested documents, and
examination by deposition of parties and their authorized agents.  If
this Article XI is in effect, the decision of the arbitrator:  (i)
shall be final and binding, (ii) shall be rendered within ninety (90) days after
the impanelment of the arbitrator, and (iii) shall be kept confidential by the
parties to such arbitration.  The arbitration award may be enforced in
any court of competent jurisdiction.  The Federal Arbitration Act, 9
U.S.C. §§ 1 et seq.,
not state law, shall govern the arbitrability of all claims.

    


    
      	
              XII. 
      

            	
              Entire
      Agreement.

            


    

    


    This Amended
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes and replaces, in its
entirety, the Amended Change of Control Employment Agreement dated as of January
23, 2006.  Upon the execution of this Amended Agreement by the
Executive and the Company, said prior agreement shall be considered null and
void and of no further effect.

    


    XIII.           Key Employee Six Month
Deferral.

    


    Notwithstanding anything to the
contrary in this Agreement, if Executive qualifies as a “specified employee” as
defined in Code Section 409A, a payment of nonqualified deferred compensation
paid on account of a Termination of Employment may not be made until at least
six months after such Termination of Employment.   Any such
payment otherwise due in such six month period shall be suspended and become
payable at the end of such six month period.

     

    XIV.           Compliance with Code Section
409A.

    


    No provision of this Agreement
shall be operative to the extent that it will result in the imposition of the
additional tax described in Code Section 409A(a)(1)(B)(i)(II) because of failure
to satisfy the requirements of Code Section 409A and the regulations and
guidance issued thereunder.

    


    IN WITNESS WHEREOF,
the Company and Executive have executed this Amended Agreement effective as of
the 31st day of December, 2008.

    


    


    Energizer Holdings,
Inc.                                                                                     Attest:

    


    


    


    By:___________________________________                                                By:_____________________

          Peter
Conrad                                                                                                    
Timothy L. Grosch

          Vice
President, Human
Resources                                                                  
Secretary

    


    


    


    ______________________________________                                                      ______________________

    Executive                                                                                                Witness