Exhibit
10.2
ENERGIZER
HOLDINGS, INC.
2000 INCENTIVE
STOCK PLAN
(2009 Amendment
and Restatement)
Section I. General
Provisions
A. Purpose of
Plan
The purpose of the Energizer
Holdings, Inc. Incentive Stock Plan (the “Plan”) is to
enhance the profitability and value of the Company for the benefit
of its shareholders by providing for stock options and other stock
awards to attract, retain and motivate officers and other key
employees who make important contributions to the success of the
Company, and to provide equity-linked compensation for directors
. Pursuant to Internal Revenue Service Notice
2007-86, with respect to the period from January 1, 2005 through
December 31, 2008, the Plan was operated in accordance with the
Company’s good faith interpretation of compliance with
Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”) based on available
guidance. Effective January 1, 2009, the Plan will be
administered in accordance with the 2009 Amendment and Restatement
of the Energizer Holdings, Inc. 2000 Incentive
Stock Plan.
B. Definitions of
Terms as Used in the Plan
“Affiliate” shall
mean any entity fifty percent or more of whose outstanding voting
securities, or beneficial ownership for entities other than
corporations, is owned, directly or indirectly, by the Company, or
which otherwise controls, is controlled by, or is under common
control with, the Company.
“Award” shall mean
an Option, including a Restoration Option, or any Other Stock
Award, granted under the terms of the Plan.
“Award Agreement”
shall mean the document or documents evidencing an Award granted
under the Plan.
“Board” shall mean
the Board of Directors of the Company.
“Code” shall mean
the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.
“Committee” shall
mean the Nominating and Executive Compensation Committee of the
Board, or any successor committee the Board may designate to
administer the Plan. Each member of the Committee shall
be (i) an “outside director” within the meaning of
Section 162(m) of the Code, subject to any transitional rules
applicable to the definition of outside director, and (ii) a
“Non-Employee Director” within the meaning of Rule
16b-3 under the Exchange Act, or otherwise qualified to administer
the Plan as contemplated by that Rule or any successor Rule under
the Exchange Act.
“Common Stock”
shall mean Energizer Holdings, Inc. $.01 par value Common Stock or
common stock of the Company outstanding upon the reclassification
of the Common Stock or any other class or series of common stock,
including, without limitation, by means of any stock split, stock
dividend, creation of targeted stock, or other distributions of
stock in respect of stock, or any reverse stock split, or by reason
of any recapitalization, merger or consolidation of the
Company.
“Company” shall
mean Energizer Holdings, Inc.
“Corporate
Officer” shall mean any President, Chief Executive Officer,
Corporate Vice President, Controller, Secretary or Treasurer of the
Company, and any other officers designated as corporate officers by
the Board.
“Director” shall
mean any member of the Board.
“Employee” shall
mean any person who is employed by the Company or an Affiliate,
including Corporate Officers.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as
amended.
“Fair Market
Value” of the Common Stock shall mean the closing price as
reported on the Composite Tape of the New York Stock Exchange, Inc.
on the date that such Fair Market Value is to be determined, or if
no shares were traded on the determination date, the immediately
preceding day on which the Common Stock was traded, or the fair
market value as determined by any other method that may be required
in order to comply with or to conform to the requirements of
applicable laws or regulations.
“Incentive Stock
Options” shall mean Options that qualify as such under
Section 422 of the Code.
“Non-Qualified Stock
Options” shall mean Options that do not qualify as Incentive
Stock Options.
“Option” shall
mean the right, granted under the Plan, to purchase a specified
number of shares of Common Stock, at a fixed price for a specified
period of time.
“Other Stock
Award” shall mean any Award granted under Section III of the
Plan.
“Phantom Stock
Option” shall mean an Option, granted under the Plan, which
provides that in lieu of receiving shares of Common Stock upon
exercise, the recipient will receive an amount equal to the excess
of the Fair Market Value of the Common Stock at exercise over the
exercise price set forth in the Award Agreement for the Phantom
Stock Option.
“Restoration
Option” shall mean an Option granted upon exercise of an
outstanding Option, provided that the exercise price is paid by
tendering previously owned shares of Common Stock by the Employee
or Director.
“Restricted Stock
Award” shall mean an Award of shares of Common Stock on which
are imposed restrictions on transferability or other shareholder
rights, including, but not limited to, restrictions which subject
such Award to a “substantial risk of forfeiture” as
defined in Section 83 of the Code.
“Stock Appreciation
Right” shall mean a right granted under the terms of the Plan
to receive an amount equal to the excess of the Fair Market Value
of one share of Common Stock as of the date of exercise of the
Stock Appreciation Right over the price per share of Common Stock
specified in the Award Agreement of which it is a part.
“Termination for
Cause” shall mean an Employee’s termination of
employment with the Company or an Affiliate because of the
Employee’s willful engaging in gross misconduct, provided,
however, that a Termination for Cause shall not include termination
attributable to (i) poor work performance, bad judgment or
negligence on the part of the Employee, (ii) an act or omission
believed by the Employee in good faith to have been in or not
opposed to the best interests of the Company and reasonably
believed by the Employee to be lawful, or (iii) the good faith
conduct of the Employee in connection with a change of control of
the Company (including opposition to or support of such change of
control).
C. Scope of Plan
and Eligibility
Any Employee selected by the
Committee, and any member of the Board, shall be eligible for any
Award contemplated under the Plan.
D. Authorization
and Reservation
The Company shall establish a
reserve of authorized shares of Common Stock in the amount of
15,000,000 shares. This reserve shall represent the
total number of shares of Common Stock that may be presently issued
pursuant to Awards, including Restoration Options, subject to
increase as described below. The reserves may consist of
authorized but unissued shares of Common Stock or of reacquired
shares, or both. Upon the forfeiture or expiration of an
Award, all shares of Common Stock not issued thereunder shall
become available for the granting of additional
Awards. In addition, when a Restoration Option is
granted upon the tendering of shares of Common Stock in payment of
the exercise price of any Options, the reserve shall be increased
in an amount equal to the number of shares so tendered, and such
additional reserved shares shall become available for the granting
of additional Awards. Awards under the Plan which are
payable in cash will not be counted against the reserve unless
actual payment is made in shares of Common Stock instead of
cash.
E. Grant of Awards
and Administration of the Plan
1. The
Committee shall determine those Employees eligible to receive
Awards and the amount, type and terms of each Award, subject to the
provisions of the Plan, and it shall have the power to delegate
responsibility to others to select Employees other than Corporate
Officers eligible to receive Awards and the amount of each such
Award, on terms determined by the Committee. The Board
shall determine the amount, type and terms of each Award to a
Director, subject to the provisions of the Plan. In
making any determinations under the Plan, the Committee or the
Board, as the case may be, shall be entitled to rely on reports,
opinions or statements of officers or employees of the Company, as
well as those of counsel, public accountants and other professional
or expert persons. All determinations, interpretations
and other decisions under or with respect to the Plan or any Award
by the Committee or the Board, as the case may be, shall be final,
conclusive and binding upon all parties, including without
limitation, the Company, any Employee or Director, and any other
person with rights to any Award under the Plan, and no member of
the Board or the Committee shall be subject to individual liability
with respect to the Plan.
2. The
Committee shall administer the Plan and, in connection therewith,
it shall have full power to construe and interpret the Plan,
establish rules and regulations and perform all other acts it
believes reasonable and proper, including the power to delegate
responsibility to others to assist it in administering the
Plan. To the extent, however, that such construction and
interpretation or establishment of rules and regulations relates to
or affects any Awards granted to Directors, the Board must ratify
such construction, interpretation or establishment.
3. During the
term of the Plan, the aggregate number of shares of Common Stock
that may be the subject of performance-based Awards (as defined in
Section 162(m) of the Code), excluding Restoration Options, that
may be granted to an Employee or Director during any one fiscal
year may not exceed 1,900,000. The aggregate number of
shares of Common Stock that may be the subject of Restoration
Options that may be granted to an Employee or Director during any
one fiscal year may not exceed 950,000. These amounts
are subject to adjustment as provided in Section VI. F.
below. The maximum number of shares with regard to which
Options and Stock Appreciation Rights may be granted to any
individual during any one fiscal year is 1,900,000. Any
stock-related deferred compensation will not be applied against
this limit. Awards granted in a fiscal year but
cancelled during that same year will continue to be applied against
the annual limit for that year, despite cancellation.
4. Awards
granted under the Plan shall be evidenced in the manner prescribed
by the Committee from time to time in accordance with the terms of
the Plan. The terms of each Award shall be set forth in
an Award Agreement, and the Committee may require that a recipient
execute and deliver the Award Agreement to the Company in order to
evidence his or her acceptance of the Award.
Section II. Stock
Options
A. Description
The Committee or, in the case
of Awards granted to Directors, the Board, may grant Incentive
Stock Options and it may grant Non-Qualified Stock
Options. At the discretion of the Committee or the
Board, in the case of Options granted to Directors, an Employee or
Director may also be eligible to receive a Restoration Option in
connection with an Option exercise, as more particularly set forth
below.
B. Terms and
Conditions
1. Each
Option shall be set forth in a written Award Agreement containing
such terms and conditions as the Committee, or in the case of
Awards granted to Directors, the Board, may determine, subject to
the provisions of the Plan.
2. The option
price of shares of Common Stock subject to any Option shall not be
less than the Fair Market Value of the Common Stock on the date
that the Option is granted.
3. The
Committee, or in the case of Awards granted to Directors, the
Board, shall determine the vesting schedules and the terms,
conditions and limitations governing exercisability of Options
granted under the Plan. Unless accelerated in accordance
with its terms, an Option may not be exercised until a period of at
least one year has elapsed from the date of grant, and the term of
any Option granted hereunder shall not exceed ten years.
4. The
purchase price of any shares of Common Stock pursuant to exercise
of any Option must be paid in full upon such
exercise. The payment shall be made in cash, in United
States dollars, or by tendering shares of Common Stock owned by the
Employee or Director (or the person exercising the
Option). If shares of Common Stock are tendered, they
must have been owned at least six months prior to the date of
tender (or such other time period as may be determined by the
Committee).
5. The terms
and conditions of any Incentive Stock Options granted hereunder
shall be subject to and shall be designed to comply with, the
provisions of Section 422 of the Code, and any other administrative
procedures adopted by the Committee from time to
time. Incentive Stock Options may not be granted to any
person who is not an Employee at the time of grant.
C. Restoration
Options
The Committee, or, in the case
of Awards granted to Directors, the Board, may provide either at
the time of grant or subsequently that an option include the right
to acquire a Restoration Option. An option which
provides for the grant of a Restoration Option shall entitle the
Employee or Director, upon exercise of the option (in whole or in
part) prior to termination of employment or retirement or
resignation as a Director, and payment of the exercise price in
shares of Common Stock, to receive a Restoration
Option. In addition to any other terms and conditions
set forth in the Award Agreement, the Restoration Option shall be
subject to the following terms: (i) the number of shares of Common
Stock which are the subject of the Restoration Option shall not
exceed the number of shares used to satisfy the option price of the
original option (which shares must have been owned for the time
period described in B.4. above), (ii) the grant date of the
Restoration Option will be the date of exercise of the original
option, (iii) the exercise price per share shall be the Fair Market
Value on the Restoration Option grant date, (iv) the Restoration
Option, unless accelerated, in accordance with its terms, shall be
exercisable no earlier than one year after its grant date, (v) the
term of the Restoration Option shall not extend beyond the term of
the original option, and (vi) the Restoration Option will comply
with all other provisions of the Plan. The Committee, or
in the case of Awards granted to Directors, the Board, shall, in
addition to all other powers granted to it under the Plan, have the
power to designate any limitations on the frequency of the grants
of Restoration Options to any Employee or Director, and may
require, as a condition to the grant of Restoration Options, that
the recipient agree not to resell shares received upon exercise of
the original option (which original option may be a Restoration
Option) for a specific period.
Section III. Other Stock
Awards
In addition to Options, the
Committee or, in the case of Awards granted to Directors, the Board
may grant Other Stock Awards payable in Common Stock or cash, upon
such terms and conditions as the Committee or Board may determine,
subject to the provisions of the Plan. Other Stock
Awards may include, but are not limited to, the following types of
Awards:
