exhibit10a.htm


    
      

    

    Exhibit
      10.1

    


    RESTRICTED
      STOCK EQUIVALENT AWARD AGREEMENT

    


    In
      consideration of the mutual covenants
      contained herein, Energizer Holdings, Inc. (“Company”), and __________
      (“Recipient”) hereby agree as follows:

     

    


     

    ARTICLE
      I – COMPANY
      COVENANTS

    


    Company
      hereby
      covenants:

    


    1.           Award

    


    The
      Company, pursuant to its 2000 Incentive
      Stock Plan (the “Plan”), grants to Recipient a Restricted Stock Equivalent Award
      of ____ restricted common stock equivalents (“Equivalents”). This Award
      Agreement is subject to the provisions of the Plan and to the following terms
      and conditions.

    


    2.           Vesting;
      Payment

    


    Twenty-five
      percent
      of the total Equivalents granted to Recipient (the “Time-Vested Equivalents”)
      will vest on October 10, 2010 (the “Anniversary Date”). Vesting of the remaining
      Equivalents granted (the “Performance Equivalents”) is contingent upon
      achievement of performance targets with respect to the Company’s CAGR, as
      defined below, for the period from September 30, 2007 through September 30,
      2010
      (the “Measurement Period”). With respect to those Equivalents, additional
      percentages of the total Equivalents granted, as indicated below, will vest
      on
      the date that the Company publicly releases earnings results for its 2010 fiscal
      year (“the Announcement Date”) only if the respective CAGR targets are achieved
      for the Measurement Period.

     

    
      	
              CAGR

            	
              Additional
                % of Total Equivalents Vesting

               

            
	
                 8%

            	
                       5%

            
	
                 9%

            	
                     15%

            
	
                 10%

            	
                     25%

            
	
                 11%

            	
                     35%

            
	
                 12%

            	
                     45%

            
	
                 13%

            	
                     55%

            
	
                 14%

            	
                     65%

            
	
                 15%
                or greater

            	
                     75%

            


    

    


    Upon
      vesting, as
      described above, each Equivalent will convert, at that time into one share
      of
      the Company’s $.01 par value Common Stock (“Common Stock”), which will be issued
      to the Recipient. 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.

    


    3.           Additional
      Cash Payment

    


    At
      the time of issuance of shares of Common Stock to Recipient, as described in
      paragraph 2 above, Recipient will also receive an additional cash payment equal
      to the amount of dividends, if any, which would have been paid on the shares
      of
      Common Stock issued to him or her if the Recipient had actually acquired those
      shares on the date or dates of crediting of his or her
      Equivalents.  No interest shall be included in the calculation of such
      additional cash payment.

    


    4.           Acceleration

    


    Notwithstanding
      the
      provisions of paragraph 2 above, all Equivalents granted to the Recipient (Time
      Vested and Performance) will immediately vest, convert into shares of Common
      Stock and be paid to the Recipient, his or her designated beneficiary, or his
      or
      her legal representative, in accordance with the terms of the Plan, in the
      event
      of:

    


    (a)       
      the Recipient’s death; or

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

     

    5.           Acceleration
      Upon a Change of Control of Company

    


    Notwithstanding
      the
      provisions of paragraph 2 above, upon a Change of Control of the Company, all
      Time-Vested Equivalents will immediately vest. With respect to the Performance
      Equivalents, if the Change of Control occurs at or within eighteen (18) months
      following the date of this Award Agreement, 25% of the total Equivalents granted
      will also immediately vest.  If the Change of Control occurs more than
      eighteen (18) months following the date of this Award Agreement, but before
      September 30, 2010, the Performance Equivalents which will immediately vest
      will
      be the greater of:

    


    (a)       25%
      of the total Equivalents granted, or

    
      	
               

            	
              (b)

            	
              the
                percentage of total Equivalents granted which would have vested under
                paragraph 2 above if the Company’s CAGR on the Announcement Date was the
                actual annualized CAGR, calculated on a trailing four quarters basis,
                for
                the period between September 30, 2007 and the last fiscal quarter
                end
                prior to the Change of Control for which Company financial results
                were
                publicly disclosed.

            


    

    


    Any
      unvested
      Equivalents which do not vest upon a Change of Control as described in this
      paragraph shall be forfeited.

    


    6.           Forfeiture

     

    All
      rights in and
      to any and all Equivalents granted pursuant to this Award Agreement, and to
      any
      shares of Common Stock into which they would convert, which have not vested
      by
      the Announcement Date, as described in paragraph 2 above, or as described in
      paragraphs 4 and 5 above, 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 in accordance with the terms hereof, and to
      any
      shares of Common Stock into which they would convert, shall be forfeited
      upon

     

    
      	
              (a)  

            	
              the
                Recipient’s voluntary or involuntary termination of
                employment;

            


    

    
      	
              (b)  

            	
              a
                determination by the Committee that the recipient engaged in competition
                with the Company;

            


    

    
      	
              (c)  

            	
              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; or

            


    

    
      	
              (d)  

            	
              as
                described
                in paragraph 5 above.

            


    

     

    7.           Shareholder
      Rights; Adjustment of Equivalents

    


    Recipient
      shall not
      be entitled, prior to the conversion of Equivalents into shares of Common Stock,
      to any rights as a shareholder with respect to such shares of Common Stock,
      including the right to vote, sell, pledge, transfer or otherwise dispose of
      the
      shares.  Recipient shall, however, have the right to designate a
      beneficiary to receive such shares of Common Stock under this Award Agreement,
      subject to the provisions of Section V of the Plan.  The number of
      Equivalents credited to Recipient may be adjusted, in the sole discretion of
      the
      Nominating and Executive Compensation Committee of the Company’s Board of
      Directors, in accordance with the provisions of Section VI(F) of the
      Plan.

    


    8.           Other

    


     

    The
      Company
      reserves the right, as determined by the Committee, to convert this Award
      Agreement to a substantially equivalent award and to make any other modification
      it may consider necessary or advisable to comply with any applicable law or
      governmental regulation, or to preserve the tax deductibility of any payments
      hereunder.

     

    9.           Definitions:

    


    Change
      of
      Control of the Company  shall be deemed to occur when (i) a
      person, as defined under the U.S. securities laws, acquires beneficial ownership
      of more than fifty percent (50%) of the outstanding voting securities of the
      Company; or (ii) the directors of the Company immediately before a business
      combination between the Company and another entity, or a proxy contest for
      the
      election of directors, shall, as a result thereof, cease to constitute a
      majority of the Board of Directors of the Company (or a successor corporation
      of
      the Company).

    


    CAGR
      shall
      mean the Company’s compound annual growth rate in earnings per share (as
      publicly reported by the Company) for the applicable measurement period, rounded
      to the nearest whole percentage. For purposes of the calculation of CAGR, the
      determination of annual earnings per share will be based on all-inclusive GAAP
      results, adjusted only for certain unusual items:

     

    
      	
              ·  

            	
              extraordinary
                dividends;

            


    

    
      	
              ·  

            	
              stock
                split-ups; stock dividends or
                distributions;

            


    

    
      	
              ·  

            	
              recapitalizations;

            


    

    
      	
              ·  

            	
              any
                merger of
                the Company with another
                corporation;

            


    

    
      	
              ·  

            	
              any
                consolidation of the Company and another corporation into another
                corporation;

            


    

    
      	
              ·  

            	
              any
                separation of the Company or its business units (including a spin-off
                or
                other distribution of stock or property by the
                Company);

            


    

    
      	
              ·  

            	
              any
                reorganization of the Company (whether or not such reorganization
                comes
                within the definition of such term in Code Section
                368);

            


    

    
      	
              ·  

            	
              any
                partial
                or complete liquidation by the Company; or sale of all or substantially
                all of the assets of the Company;

            


    

    
      	
              ·  

            	
              unusual
                or
                non-recurring accounting impacts or changes in accounting standards
                or
                treatment;

            


    

    
      	
              ·  

            	
              unusual
                or
                non-recurring accounting treatments related to an acquisition by
                the
                Company completed during the period of the
                award.

            


    

    


    ARTICLE
      II – RECIPIENT COVENANTS

     

    Recipient
      hereby
      covenants:

     

    
      	
              1.  

            	
                 Confidential
                Information

            


    

     

    By
      executing this Award Agreement, I agree that I shall not, directly or
      indirectly, use, make available, sell, disclose or otherwise communicate to
      any
      person, other than in the course of my assigned duties and for the benefit
      of
      the Company, either during the period of my employment or at any time
      thereafter, any nonpublic, proprietary or confidential information, knowledge
      or
      data relating to the Company, any of its affiliates, or their businesses, which
      I shall have obtained during my employment by the Company or an affiliate.
      The
      foregoing shall not apply to information that (a) was known to the public prior
      to its disclosure to me; (b) becomes known to the public subsequent to
      disclosure to me through no wrongful act or mine or any of my representatives;
      or (c) I am required to disclose by applicable law, regulation or legal process
      (provided that I provide the Company with prior notice of the contemplated
      disclosure and reasonably cooperate with the Company at its expense in seeking
      a
      protective order or other appropriate protection of such information).
      Notwithstanding clauses (a) or (b) of the preceding sentence, my obligation
      to
      maintain such disclosed information in confidence shall not terminate if only
      portions of the information are in the public domain.

     

    
      	
              2.  

            	
                 Non-Competition.

            


    

     

    By
      executing this Award Agreement, I acknowledge that my services are of a unique
      nature for the Company that are irreplaceable, and that my performance of such
      services for a competing business will result in irreparable harm to the Company
      and its affiliates. Accordingly, during my employment with the Company or any
      affiliate and for the two (2) year period thereafter, I agree that I will not,
      directly or indirectly, own, manage, operate, control, be employed by (whether
      as an employee, consultant, independent contractor or otherwise, and whether
      or
      not for compensation) or render services to any person, firm, corporation or
      other entity, in whatever form, engaged in any business of the same type as
      any
      business in which the Company or any of its affiliates is engaged on the date
      of
      termination or in which they have proposed, on or prior to such date, to be
      engaged in on or after such date and in which I have been involved to any extent
      (on other than a de minimus basis) at any time during the one (1) year period
      ending with my date of termination, in any locale of any country in which the
      Company or any of its affiliates conducts business. This subsection shall not
      prevent me from owning not more than one percent of the total shares of all
      classes of stock outstanding of any publicly held entity engaged in such
      business.  I agree that the foregoing restrictions are reasonable,
      necessary, and enforceable for the protection of the goodwill and business
      of
      the Company.

     

    
      	
              3.  

            	
                 Non-Solicitation.

            


    

     

    During
      my
      employment with the Company or an affiliate and for the two (2) year period
      thereafter, I agree that I will not, directly or indirectly, individually or
      on
      behalf of any other person, firm, corporation or other entity, knowingly
      solicit, aid or induce (i) any employee of the Company or any affiliate to
      leave
      such employment in order to accept employment with or render services to or
      with
      any other person, firm, corporation or other entity unaffiliated with the
      Company or knowingly take any action to hire or to materially assist or aid
      any
      other person, firm, corporation or other entity in identifying or hiring any
      such employee, or (ii) any customer of the Company or any affiliate to purchase
      goods or services then sold by the Company or any affiliate from another person,
      firm, corporation or other entity or assist or aid any other persons or entity
      in identifying or soliciting any such customer.  I agree that the
      foregoing restrictions are reasonable, necessary, and enforceable in order
      to
      protect the Company’s trade secrets, confidential and proprietary information,
      goodwill, and loyalty.

     

    
      	
              4.  

            	
                 Non-Disparagement.

            


    

     

    I
      agree not to make any statements that disparage the Company or its affiliates
      or
      their respective employees, officers, directors, products or services, and
      the
      Company, by its execution of this Award Agreement agrees that it and its
      affiliates and their respective executive officers and directors shall not
      make
      any such statements regarding me. Notwithstanding the foregoing, statements
      made
      in the course of sworn testimony in administrative, judicial or arbitral
      proceedings (including, without limitation, depositions in connection with
      such
      proceedings) shall not be subject to this subsection.

     

    
      	
              5.  

            	
                 Reasonableness.

            


    

     

    In
      the event any of the provisions of this Article II shall ever be deemed to
      exceed the time, scope or geographic limitations permitted by applicable laws,
      then such provisions shall be reformed to the maximum time, scope or geographic
      limitations, as the case may be, permitted by applicable laws.

     

     

    
      	
              6.  

            	
                 Equitable
                Relief.

            


    

     

    
      	
              (a)  

            	
              I
                acknowledge
                that the restrictions contained in this Article II are reasonable
                and
                necessary to protect the legitimate interests of the Company and
                its
                affiliates, that the Company would not have granted me this Award
                Agreement in the absence of such restrictions, and that any violation
                of
                any provisions of this Article II will result in irreparable injury
                to the
                Company and its affiliates. By agreeing to accept this Award Agreement,
                I
                represent that my experience and capabilities are such that the
                restrictions contained herein will not prevent me from obtaining
                employment or otherwise earning a living at the same general level
                of
                economic benefit as is currently the case. I further represent and
                acknowledge that I have been advised by the Company to consult my
                own
                legal counsel in respect of this Award Agreement, and I have had
                full
                opportunity, prior to agreeing to accept this Award Agreement, to
                review
                thoroughly its terms and provisions with my
                counsel.

            


    

     

    
      	
              (b)  

            	
              I
                agree that
                the Company shall be entitled to preliminary and permanent injunctive
                relief, without the necessity of proving actual damages, as well
                as an
                equitable accounting of all earnings, profits and other benefits
                arising
                from any violation of this Article II, which rights shall be cumulative
                and in addition to any other rights or remedies to which the Company
                may
                be entitled.

            


    

     

    
      	
              (c)  

            	
              I
                irrevocably
                and unconditionally consent to the service of any process, pleadings
                notices or other papers in an manner permitted by
                law.

            


    

     

    
      	
              7.  

            	
                 Waiver;
                Survival
                of Provisions.

            


    

     

    The
      failure by the
      Company to enforce at any time any of the provisions of this Article II or
      to
      require at any time performance by me of any provisions hereof, shall in no
      way
      be construed to be a release of me or waiver of such provisions or to affect
      the
      validity of this Award Agreement or any part hereof, or the right of the Company
      thereafter to enforce every such provision in accordance with the terms of
      this
      Award Agreement. The obligations contained in this Article II shall survive
      the
      termination of my employment with the Company or any affiliate and shall be
      fully enforceable thereafter.

    


     

    ARTICLE
      III -
      OTHER AGREEMENTS

     

    
      	
              1.  

            	
                    
                Governing Law.

            


    

    


    All
      questions
      pertaining to the validity, construction, execution, and performance of this
      Award Agreement shall be construed in accordance with, and be governed by,
      the
      laws of the State of Missouri, without giving effect to the choice of law
      principles thereof.

    


    
      	
              2.

            	
              Notices.

            


    

    


    Any
      notices
      necessary or required to be given under this Award Agreement shall be
      sufficiently given if in writing, and personally delivered or mailed by
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      last known addresses of the parties hereto, or to such other address or
      addresses as any of the parties shall have specified in writing to the other
      party hereto.

    


    
      	
              3.

            	
              Entire
                Agreement.

            


    

    


    This
      Award
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the matters contained herein, and no modification, amendment, or waiver of
      any
      of the provision of this Award Agreement shall be effective unless in writing
      and signed by all parties hereto.  This Award Agreement constitutes
      the only agreement between the parties hereto with respect to the matters herein
      contained.

    


    4.           Waiver.

    


    No
      change or modification of this Award Agreement shall be valid unless the same
      is
      in writing and signed by all the parties hereto.  No waiver of any
      provision of this Award Agreement shall be valid unless in writing and signed
      by
      the party against whom it is sought to be enforced.

    


    5.           Counterparts;
      Effect of Recipient’s Signature.

    


    This
      Award
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and all of which shall constitute one and the same agreement
      and shall become effective when one or more counterparts have been signed by
      each of the parties and delivered to the other party, it being understood that
      both parties need not sign the same counterpart. The provisions of this Award
      Agreement shall not be valid and in effect until such execution by both parties.
      By the execution of this Award Agreement, Recipient signifies that Recipient
      has
      fully read, completely understands, and voluntarily agrees with this Award
      Agreement consisting of seven (7) pages and knowingly and voluntarily accepts
      all of its terms and conditions.

    


    6.           Effective
      Date

    


    This
      Award
      Agreement shall be deemed to be effective as of the date executed.

    


     

    IN
      WITNESS WHEREOF, the Company and Recipient have duly executed this Award
      Agreement as of October 10, 2007.

    


    


    ACKNOWLEDGED
      AND
      ACCEPTED:                                            ENERGIZER
      HOLDINGS, INC.

    


    


    


    ________________________________                                           By:_____________________________

    Recipient                                                                                   
      Ward M. Klein

                  
      Chief Executive Officer

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Recipients

     

    W.
      Klein – 56,000 equivalents

    J.
      McClanathan – 14,000 equivalents

    D.
      Hatfield – 14,000 equivalents

    D.
      Sescleifer – 14,000 equivalents

    G.
      Stratmann – 10,000 equivalents

    P.
      Conrad – 8,000 equivalents