exhibit10c.htm


    
      
 


    Exhibit
10.3

     

    AMENDMENT TO
CERTAIN RESTRICTED STOCK EQUIVALENTS ISSUED UNDER

    ENERGIZER HOLDINGS,
INC. 2000 INCENTIVE STOCK PLAN

    and

    ENERGIZER
HOLDINGS, INC. DEFERRED COMPENSATION PLAN

     

        WHEREAS, Energizer
Holdings, Inc. (“Company”) issued Restricted Stock Equivalent Award Agreements
under the Energizer Holdings, Inc. 2000 Incentive Stock Plan (“2000 Plan”) and
the Energizer Holdings, Inc. Deferred Compensation Plan (“Deferred Compensation
Plan”) that vest on or after January 1, 2005 and that are subject to the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”) (such Restricted Stock Equivalent Award Agreements to be referred to as
“Award Agreements”);  and

     

        WHEREAS, failure to
amend the Award Agreements to comply with Section 409A would result in
imposition of a 20% additional tax on the deferred compensation provided to the
recipients (“Recipients”) under the Award Agreements;
and

     

        WHEREAS, the terms of
the  Award Agreements issued under the 2000 Plan authorize the Company
to unilaterally substitute equivalent Award Agreements; and

     

        WHEREAS, the Deferred
Compensation Plan authorizes amendments without the consent of the participants
if such amendments do not adversely affect Recipients of such Award
Agreements;  and

     

        WHEREAS, the Award
Agreements have been administered in accordance with the Company’s good faith
interpretation of compliance with Code Section 409A, based on available
guidance; and

     

        WHEREAS, the Company
desires to amend the Award Agreements, to the extent they are subject to Section
409A, effective January 1, 2009, to comply with Code Section 409A and the
regulations thereunder.

     

        NOW, THEREFORE, the
Company hereby amends the Award Agreements, effective January 1, 2009, as
follows:

     

    1.   Vesting;Payment

     

        Any date specified
for the vesting/payment of an Equivalent shall be referred to as the
“Vesting/Payment Date.”

     

        To the extent that an
Award Agreement provides that vesting/ payment of an Equivalent is predicated on
the Announcement Date of the earnings results for a specified fiscal year, the
term “Vesting/Payment Date” shall be substituted for “Announcement
Date.”  The term “Vesting/Payment Date” shall mean a date after the
end of such fiscal year but not later than the December 31 immediately following
the end of such fiscal year.

     

    2.   Additional
Cash Payment

     

        Additional cash
payments equal to the amount of dividends, if any, which would have been paid to
the Recipient had shares of Common Stock been issued in lieu of the Equivalents,
will be paid on or after the Vesting/Payment Date, but not later than the
December 31 following the Vesting/Payment Date.

     

    3.   Acceleration

     

        The following
provisions will apply if vesting/payment of the Equivalents is accelerated prior
to the Vesting/Payment Date:

     

        Disability

     

        To the extent
vesting/payment of Equivalents is predicated upon the declaration of a
Recipient’s total and permanent disability, such vesting/payment shall be
predicated upon the Recipient’s Termination of Employment due to total and
permanent disability.

     

        Termination of
Employment

     

        To the extent
vesting/payment of Equivalents is predicated upon Termination of Employment for
any reason, the term “Termination of Employment shall mean a “separation from
service” with the Company and its Affiliates, as such term is defined in Code
Section 409A and the regulations thereunder.  The term “Affiliates”
shall mean all entities within the controlled group that includes the Company,
as defined in Code Sections 414(b) and 414(c) and the regulations thereunder,
provided that the language “at least 50 percent” shall be used instead of “at
least 80 percent” each place it appears in such definition.

     

        To the extent
vesting/payment of Equivalents is predicated upon the Recipient’s death or
Termination of Employment for any reason, the Equivalents and related cash
payments will be converted and paid not later than (i) the 15th day of
the third calendar month following such event, or (ii) a date after such event,
but not later than the December 31 immediately following the
event.

     

        Change of
Control

     

        To the extent
vesting/payment of Equivalents is predicated upon a Change of Control, such
Equivalents and related cash payments shall be converted and paid on the date of
the Change of Control.

     

        The term “Change of
Control” shall mean the following:

     

    (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.; or

     

    (ii)  A
majority of the members of the Company’s board of directors is replaced during
any twelve-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Company’s board of directors before
the date of the appointment or election;

     

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

     

    This definition of
Change 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.

     

     

    4.   Delayed
Payment for Specified Employees

     

    Notwithstanding
anything to the contrary herein, a payment on account of Termination of
Employment to a Specified Employee may not be made until at least six months
after such Termination of Employment.   Any payment otherwise due
in such six month period shall be suspended and become payable at the end of
such six month period.

     

    The term “Specified
Employee” shall
mean a specified employee as defined in Treas. Reg. § 1.409A – 1(i) (generally
5% shareholders, 1% shareholders earning more than $150,000, and officers
earning over $130,000 per year, as indexed for inflation ($150,000 for 2008) who
are among the fifty highest paid employees).

     

    IN WITNESS WHEREOF, the Company has
adopted this Amendment to the Award Agreements, effective as of January 1,
2009.

     

     

     

    ENERGIZER HOLDINGS,
INC.

     

     

     

    By:________________________________

     

    Dated:   December __,
2008