RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT
Exhibit
10.2
Energizer
Holdings, Inc. (“Company”),
pursuant to its Deferred Compensation Plan (the “Plan”), will credit __________
(“Recipient”) with _____ restricted common stock equivalents in the Energizer
Common Stock Unit Fund of the Plan (“Equivalents”). This Award Agreement is
subject to the provisions of the Plan and to the following terms and conditions:
1. Vesting;
Payment
Twenty-five
percent of the Equivalents granted to Recipient will vest on October 11, 2008
(the “Anniversary Date”), an additional twenty-five percent will vest on the
date that the Company publicly releases earnings results for its 2008 fiscal
year (“the Announcement Date”) only if the Company’s CAGR, as defined below, for
the period from September 30, 2005 through September 30, 2008 (the “Measurement
Period”), equals or exceeds 10%, and the remaining fifty percent will vest in
its entirety on the Announcement Date only if the Company achieves CAGR for
the
Measurement Period at or above 15%, with smaller percentages of that remaining
fifty percent vesting at each of the milestones indicated:
|
CAGR
|
%
Vesting
|
|
11%
|
20%
|
|
12%
|
40%
|
|
13%
|
60%
|
|
14%
|
80%
|
|
15%
|
100%
|
Upon
vesting, as described above, each Equivalent may be transferred to any other
Fund then-offered by the Plan; distribution of the value of the Equivalents,
and
any investment performance thereon, however, will not be made until the
Recipient’s retirement or other termination of employment with the Company, and
then only in accordance with the terms of the Plan. Any Equivalents which fail
to vest as of the Announcement Date will be forfeited and the Recipient will
have no further rights with respect thereto.
2. Acceleration
Notwithstanding
the provisions of paragraph 1 above, all Equivalents credited to the Recipient
will immediately vest in the event of:
| (a) | the Recipient’s death; |
| (b) | a declaration of Recipient’s total and permanent disability; |
| (c) | Recipient’s involuntary termination of employment, other than for cause; or |
|
(d)
|
a
Change of Control, as defined in the
Plan.
|
Following
such events, distribution of the value of the Equivalents, and any investment
performance thereon, will only be made to the Recipient, his or her designated
beneficiary, or his or her legal representative, in accordance with the terms
of
the Plan
3. Forfeiture
All
rights in and to any and all Equivalents credited to Recipient pursuant to
this
Award Agreement, which have not vested by the Announcement Date, as described
in
paragraph 1 of this Award Agreement, shall be forfeited. In addition, prior
to
that date, all rights in and to any and all Equivalents granted pursuant to
this
Award Agreement which have not vested shall be forfeited upon (i) the
Recipient’s involuntary termination for cause; (ii) the Recipient’s voluntary
termination of employment; (iii) a determination by the Committee that the
recipient engaged in competition with the Company; or (iv) a determination
by
the Committee that the recipient engaged in activity or conduct contrary to
the
best interests of the Company, as described in the Plan.
4. Definitions:
CAGR
shall
mean the Company’s compound annual growth in earnings per share for the period
from September 30, 2005 to September 30, 2008. For purposes of the calculation
of CAGR, the determination on annual earnings per share will be based on
all-inclusive GAAP results, adjusted only for certain unusual items:
| l | no adjustments for tax rates or currencies; |
| l |
adjustments will be made for non-cash highly unusual accounting
impacts
(e.g. SWS inventory write-up, impairment of goodwill, accelerated
book
depreciation resulting from plant closings), and |
| l |
adjustments
will be made, with the approval of the Committee, for any major unusual
item (plant closing and sale of facility, major restructuring,
etc.)
which has been approved by the Board. |
5. Effective
Date
This
Award Agreement shall be deemed to be effective as of the 11th day of October,
2005.
ACKNOWLEDGED
AND ACCEPTED: ENERGIZER HOLDINGS,
INC.
________________________________ By:_____________________________
Recipient Xxxx
X.
Xxxxx
Chief
Executive Officer
Recipients:
X.
XxXxxxxxxxx
X.
Xxxxx
X.
Xxxxxxxxxx
X.
Xxxxxxxx
X.
Xxxxxx
X.
Xxxxxxxxx
