INDEMNIFICATION AGREEMENT
This Indemnification Agreement dated as of the ___ day of ______, 2000 by and
between Energizer Holdings, Inc. (the "Company") and _____________________
("Executive"),
WITNESSETH:
WHEREAS, the Company and Executive have entered into a 2000 Restricted Stock
Equivalents Award Agreement dated as of May 8, 2000 (the "Award Agreement"),
pursuant to which the Company has agreed to award the Executive, up to the limit
set forth in the Award Agreement, a restricted stock equivalent for every share
of the Company's $.01 par value common stock ("Common Stock") that the Executive
acquires prior to May 8, 2002; and
WHEREAS, the Company recognizes that the Executive's acquisition of shares of
Common Stock may create financial difficulties for the Executive and that
Executive may be required to borrow funds necessary to acquire such shares of
Common Stock; and
WHEREAS, the Company has arranged for Bank of America to extend a loan
commitment to Executive in order to enable Executive to acquire shares of Common
Stock, and has agreed to guarantee the total amount of any loan extended by Bank
of America to Executive;
NOW THEREFORE, in consideration of the Company's guarantee of his loan from Bank
of America, Executive hereby agrees to indemnify and hold harmless the Company,
to the full extent lawful, from and against all losses, claims, damages,
liabilities and expenses incurred by the Company in connection with, or arising
out of, its guarantee of said loan.
Executive further agrees that he will promptly reimburse the Company for all
expenses (including reasonable fees and disbursements of counsel) as they may be
incurred by the Company in connection with investigating, preparing for or
defending any pending or threatened claim or action by Bank of America in
respect of which indemnification may be sought hereunder, and in enforcing this
Indemnification Agreement.
In addition, Executive hereby grants the Company the right, exercisable at its
discretion and to the extent permitted by law, to withhold from any and all
amounts payable to Executive by the Company such amounts as the Company
reasonably deems necessary in full or partial satisfaction of Executive's
obligation to the Company pursuant to this Indemnification Agreement.
Executive's indemnity and reimbursement obligations under this Indemnification
Agreement shall be in addition to any liability that he may have, at common law
or otherwise, and shall be binding on his successors and assigns.
Upon demand for payment by Bank of America under the terms of said guarantee,
the Company agrees to notify Executive in writing of such demand, but failure to
so notify Executive will not relieve him of any liability which he may have
hereunder unless, and only to the extent that, such failure results in the
forfeiture by Executive of substantial rights and defenses with respect to the
loan or the guarantee.
Solely for purposes of enforcing this Indemnification Agreement, Executive
hereby consents to personal jurisdiction, service and venue in any court in
which any claim or proceeding which is subject to, or which may give rise to a
claim for indemnification under, this Indemnification Agreement is brought
against the Company.
This Indemnification Agreement shall be deemed made in the State of Missouri.
This Indemnification Agreement and all controversies arising from or relating to
performance under this Indemnification Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without giving
effect to such states rules concerning conflicts of laws. ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS INDEMNIFICATION
AGREEMENT IS HEREBY WAIVED.
If any provision of this Indemnification Agreement shall be held invalid or
unenforceable to any extent, ther remainder thereof and the application of such
provision to other circumstances shall not be affected thereby and such
provision shall be enforced to the greatest extent permitted by applicable law
and such invalidity or unenforceability shall not affect the validity or
enforceability of any other provision hereof.
No failure or delay in exercising any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right.
This Indemnification Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
a single agreement.
No modifications of or amendments to this Indemnification Agreement shall be
valid or binding unless set forth in writing and duly executed by all parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement on the day and year first above written.
_____________________________ ENERGIZER HOLDINGS, INC.
EXECUTIVE
By: __________________________
Title: _________________________
Executive Officers That Have Entered Into Indemnification Agreement
Xx. Xxxxxxxxxx
Xx. Xxxxxxxx
Xx. Xxxx
Xx. XxXxxxxxxxx
Xx. Xxxxxx
Xx. Xxxxxxx
