RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT
Exhibit
10.1
Energizer
Holdings,
Inc. (“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:
1. Vesting;
Payment
Twenty-five
percent
of the Equivalents granted to Recipient will vest on October 9, 2009 (the
“Anniversary Date”), an additional twenty-five percent will vest on the date
that the Company publicly releases earnings results for its 2009 fiscal year
(“the Announcement Date”) only if the Company’s CAGR, as defined below, for the
period from September 30, 2006 through September 30, 2009 (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 vested 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.
2. Additional
Cash
Payment
At
the time of issuance of shares of Common Stock to Recipient, as described in
paragraph 1 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.
3. Acceleration
Notwithstanding
the
provisions of paragraph 1 above, all Equivalents credited to the Recipient
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; |
| (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 of the Company.
|
4. 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 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
in
accordance with the terms hereof, and to any shares of Common Stock into which
they would convert, 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.
5. 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.
6. 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.
7. 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). Notwithstanding the above, however, a Change of
Control which is approved in advance by a majority of the Board of Directors
of
the Company shall not trigger acceleration as described in paragraph 3 of this
Award Agreement.
CAGR
shall mean the
Company’s compound annual growth in earnings per share for the period from
September 30, 2006 to September 30, 2009. 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:
| · |
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.
|
8. Effective
Date
This
Award
Agreement shall be deemed to be effective as of the 9th day of October,
2006.
ACKNOWLEDGED
AND
ACCEPTED: ENERGIZER
HOLDINGS,
INC.
________________________________
By:_____________________________
Recipient
Xxxx X.
Xxxxx
Chief
Executive
Officer
Recipients:
X.
Xxxxx - 80,000 total equivalents
X.
XxXxxxxxxxx - 20,000 total equivalents
X.
Xxxxx - 20,000 total equivalents
D.
Sescleifer - 16,000 total equivalents
X.
Xxxxxxxx - 10,000 total equivalents
X.
Xxxxxx - 10,000 total equivalents
X.
Xxxxxxxxx - 12,000 total equivalents
