Exhibit
10.1
PERFORMANCE
RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT
In
consideration of the mutual covenants contained herein, Energizer
Holdings, Inc. (“Company”), and __________
(“Recipient”) hereby agree as follows:
ARTICLE
I
COMPANY
COVENANTS
Company hereby
covenants:
1.
Award .
The Company,
pursuant to its 2009 Incentive Stock Plan (the “Plan”),
grants to Recipient a Restricted Stock Equivalent Award of ____
restricted common stock equivalents (“Performance
Equivalents”). This Award Agreement is subject to the
provisions of the Plan and to the following terms and
conditions.
2.
Vesting; Payment .
Vesting of the
Performance Equivalents is contingent upon achievement of
performance targets with respect to the Company’s CAGR for
the period from September 30, 2009 through September 30, 2012 (the
“Measurement Period”). As indicated in the following
chart, a number of Equivalents equal to 12.5% of the total
Performance Equivalents granted, as set forth in Paragraph 1 above,
will vest on the date that the Company publicly releases earnings
results for its 2012 fiscal year (the “Vesting/Payment
Date”) only if 5% CAGR is achieved for the Measurement
Period, increasing proportionately, in 1/10 th
of
one percent increments, up to 100% of the total Performance
Equivalents granted if 12% or greater CAGR is achieved for that
period. By way of example, the following percentages will vest at
the specific CAGR targets noted below. Fractional Equivalents
vesting will be rounded up to the nearest whole number.
|
CAGR
|
Percentage
Vesting
|
|
<5%
|
0
|
|
5%
|
12.5%
|
|
6%
|
25%
|
|
7%
|
37.5%
|
|
8%
|
50%
|
|
9%
|
62.5%
|
|
10%
|
75%
|
|
11%
|
87.5%
|
|
12%
or greater
|
100%
|
Upon vesting,
as described above, each Performance 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. Such shares of Common Stock shall be issued on, or
as soon as practicable after, the Vesting/Payment Date, but not
later than December 31, 2012. Any Performance Equivalents which
fail to vest as of the Vesting/Payment Date will be forfeited and
the Recipient will have no further rights with respect
thereto.
3.
Additional Cash Payment .
Additional
cash payments equal to the amount of dividends, if any, which would
have been paid to the Recipient had shares of Common Stock been
issued in lieu of the vesting Equivalents, will be paid, solely
with respect to the number of Performance Equivalents vesting as of
the Vesting/Payment Date, on or after such Vesting/Payment Date,
but not later than the December 31 following such Vesting/Payment
Date. No interest shall be included in the calculation of such
additional cash payment.
4.
Acceleration .
Notwithstanding
the provisions of paragraph 2 above, all Performance Equivalents
granted 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; or
|
|
|
Recipient’s
involuntary Termination of Employment, by reason of continuing
disability, immediately following exhaustion of short-term
disability benefits.
|
In the event of
acceleration upon Recipient’s death, the shares of Common
Stock into which the Performance Equivalents convert will be
issued, and related payments, if any, shall be paid, no later than
(i) the 15 th
day
of the third calendar month following his or her death, or (ii) a
date after his or her death, but not later than the December
31 st
immediately
following such event.
5.
Acceleration Upon a Change of Control of Company
.
Notwithstanding
the provisions of paragraph 2 above, if a Change of Control occurs
at or within eighteen (18) months following the date of this Award
Agreement, 50% of the total Performance Equivalents granted will
immediately vest and convert into shares of Common
Stock. If the Change of Control occurs more than
eighteen (18) months following the date of this Award Agreement,
but before the Vesting/Payment Date, the Performance Equivalents
which will immediately vest and convert into Common Stock will be
the greater of:
|
|
|
50% of the
total Performance Equivalents granted, or
|
|
|
|
the percentage
of total Performance Equivalents granted which would have vested
under paragraph 2 above if the Company’s CAGR on the
Vesting/Payment Date was the actual annualized CAGR, calculated on
a trailing four quarters basis, for the period between September
30, 2009 and the last fiscal quarter end prior to the Change of
Control for which Company financial results were publicly
disclosed.
|
Any such shares
of Common Stock which are issued as a result of such acceleration
and vesting of Equivalents upon a Change of Control shall be
issued, and related payments, if any, shall be paid, to Recipient
no later than (i) the 15 th
day
of the third calendar month after the Change of Control, or (ii) a
date after the Change of Control, but not later than the December
31 st
immediately
following the Change of Control.
In the event of
a Change of Control, any unvested Performance Equivalents which do
not vest as described in this paragraph shall be
forfeited.
6.
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 Vesting/Payment Date, as
described in paragraph 2 above, or as described in paragraphs 4 and
5 above, shall be forfeited. In addition, all rights in and to any
and all Performance 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
|
|
|
the
Recipient’s voluntary or involuntary Termination of
Employment, other than an involuntary Termination of Employment, by
reason of continuing disability, immediately following exhaustion
of short-term disability benefits;
|
|
|
|
a determination
by the Committee that the Recipient engaged in competition with the
Company;
|
|
|
|
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; or
|
|
|
|
as described in
paragraph 5 above.
|
7.
Shareholder Rights; Adjustment of Equivalents .
Recipient
shall not be entitled, prior to the conversion of Performance
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 Performance Equivalents
credited to Recipient shall be adjusted in accordance with the
provisions of Section VI(F) of the Plan.
8.
Other .
The Company
reserves the right, as determined by the Nominating and Executive
Compensation Committee of the Board of Directors of the Company
(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. Shares of Common Stock
shall be withheld in satisfaction of federal, state, and local or
other international withholding tax obligations arising upon the
vesting of Equivalents.
9.
Delayed Payment Upon Termination of Employment.
Subject to the
provisions of this Award concerning acceleration and payment upon
death, a payment on account of Termination of Employment may not be
made until at least six months after such Termination of
Employment. Any payment otherwise due in such six month period
shall be suspended and become payable at the end of such six month
period.
10.
Definitions .
Affiliates
shall mean all
entities within the controlled group that includes the Company, as
defined in Code Sections 414(b) and 414(c) and the regulations
thereunder, provided that the language “at least 50
percent” shall be used instead of “at least 80
percent” each place it appears in such definition.
Change of
Control shall mean the
following:
|
|
The acquisition
by one person, or more than one person acting as a group, of
ownership of stock (including Common Stock) of the Company that,
together with stock held by such person or group, constitutes more
than 50% of the total fair market value or total voting power of
the stock of the Company. Notwithstanding the above, if any person
or more than one person act
|
