Exhibit
4
ENERGIZER
HOLDINGS, INC.
2009 INCENTIVE
STOCK PLAN
Section
I. General Provisions
A.
Purpose of Plan
The purpose of
the Energizer Holdings, Inc. 2009 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.
B.
Definitions of Terms as Used in thePlan
“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 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.
“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
1. The
Company shall establish a reserve of authorized shares of Common
Stock in the amount of 4,000,000 shares. This reserve
shall represent the total number of shares of Common Stock that may
be presently issued pursuant to Awards, subject to the last
sentence of this Section I.D.1. and Section I.D.2.
below. The reserves may consist of authorized but
unissued shares of Common Stock or of reacquired shares, or
both. Awards other than Options, Phantom Stock Options,
and Stock Appreciation Rights will be counted against the reserve
in a 1.95-to-1 ratio.
2. 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. 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.
3. Shares
of Common Stock tendered by Employees to the Company as full or
partial payment upon exercise of Options or Stock Appreciation
Rights granted under the Plan, shares of Common Stock reserved for
issuance upon grants of Stock Appreciation Rights (to the extent
the number of reserved shares exceeds the number of shares actually
issued upon exercise of the Stock Appreciation Rights), and shares
of Common Stock withheld by, or otherwise remitted to, the Company
to satisfy an Employee’s tax withholding obligations with
respect to Awards under the Plan shall not become available for the
granting of additional Awards under the Plan.
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. 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) that may be granted to an
Employee or Director during any one fiscal year may not exceed
500,000. 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
500,000. 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
may grant Incentive Stock Options and/or Non-Qualified Stock
Options to Employees eligible to receive Awards under the
Plan. The Board may grant Non-Qualified Stock Options to
Directors under the Plan.
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.
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.
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:
A.
Restricted Stock Awards and Restricted Stock
Equivalents
The Committee
or, in the case of Awards granted to Directors, the Board, may
grant Restricted Stock Awards, each of which consists of a grant of
shares of Common Stock, subject to terms and conditions determined
by the Committee or Board in its sole discretion as well as to the
provisions of the Plan. Such terms and conditions shall
be set forth in a written Award Agreement. The shares of
Common Stock granted will be restricted and may not be sold,
pledged, transferred or otherwise disposed of until the lapse or
release of restrictions in accordance with the terms of the Award
Agreement and the Plan. Prior to the lapse or release of
restrictions, all shares of Common Stock which are the subject of a
Restricted Stock Award are subject to forfeiture in accordance with
Section IV of the Plan. Shares of Common Stock issued
pursuant to a Restricted Stock Award will be issued for no monetary
consideration. The Committee or, in the case of Awards
granted to Directors, the Board, may also grant restricted stock
equivalents which only convert into shares of Common Stock upon
vesting at the end of a specified restricted
period. Recipients of restricted stock equivalents do
not have the right to vote or to receive dividends during the
restricted period (although if dividends were to be paid on the
shares of Common Stock, the terms of the Awards could provide for
dividend equivalents payable in cash). Restricted stock
equivalents may not be sold, assigned or transferred during the
restricted period.
B.
Stock Related Deferred Compensation
The Committee
may, in its discretion, permit the deferral of payment of an
Employee’s cash bonus or other cash compensation in the form
of either Common Stock or Common Stock equivalents (with each such
equivalent corresponding to a share of Common Stock), under such
terms and conditions as the Committee may prescribe in the Award
Agreement relating thereto, including the terms of any deferred
compensation plan under which such Common Stock equivalents may be
granted. In addition, the Committee may, in any fiscal
year, provide for an additional matching deferral to be credited to
an Employee’s account under such deferred compensation
plans. The Committee may also permit account balances of
other cash or mutual fund accounts maintained pursuant to such
deferred compensation plans to be converted, at the discretion of
the participant, into the form of Common Stock equivalents, or to
permit Common Stock equivalents to be converted into account
balances of such other cash or mutual fund accounts, upon the terms
set forth in such plans as well as such other terms and conditions
as the Committee may, in its discretion, determine. The
Committee may, in its discretion, determine whether any deferral in
the form of Common Stock equivalents, including deferrals under the
terms of any deferred compensation plans of the Company, shall be
paid on distribution in the form of cash or in shares of
Common
