0001096752-09-000112 Sample Contracts

PERFORMANCE RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT
Performance Restricted Stock Equivalent Award Agreement • October 15th, 2009 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri

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

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RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT
Restricted Stock Equivalent Award Agreement • October 15th, 2009 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri

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

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 15th, 2009 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri

ENERGIZER HOLDINGS, INC. (the "Company"), effective October 12, 2009, grants this Non-Qualified Stock Option Agreement (“Option Agreement”) to _______________ ("Optionee") to purchase a total of _______ shares of Common Stock of the Company ("Common Stock") at a price of $65.63 per share pursuant to its Energizer Holdings, Inc. 2009 Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and the following terms, Optionee may exercise this Option from time to time by tendering to the Company written notice of exercise together with the purchase price in cash, or in shares of Common Stock at their Fair Market Value as determined by the Nominating and Executive Compensation Committee (the “Committee”), provided that such shares have been held for at least six months.

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