Exhibit
10(2)
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 (“Equivalents”).
This Award Agreement is subject to the provisions of the Plan and
to the following terms and conditions.
2.
Vesting; Payment .
The
Equivalents granted to Recipient will vest on October 12, 2012,
subject to the provisions of this Award Agreement (such date is
hereinafter referred to as the “Vesting/Payment
Date”).
Upon vesting,
each vested 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 on, or as soon
as practicable after, the Vesting/Payment Date, but not later than
December 31, 2012.
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 Equivalents, will be paid on or after the
Vesting/Payment Date, but not later than the December 31, 2012. No
interest shall be included in the calculation of such additional
cash payment.
4.
Acceleration .
Notwithstanding
the provisions of paragraph 2 above, all Equivalents credited 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;
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Recipient’s
involuntary Termination of Employment, by reason of continuing
disability, immediately following exhaustion of short-term
disability benefits; or
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a Change of
Control of the Company.
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In the event of
acceleration because of the Recipient’s death, the shares of
Common Stock into which the 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. In the event of acceleration
because of the occurrence of a Change of Control of the Company,
the shares of Common Stock into which the 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 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.
5.
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 as described in paragraphs 2 or 4
above, shall be forfeited upon
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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;
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a determination
by the Committee that the Recipient engaged in competition with the
Company; or
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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.
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6.
Shareholder Rights; Adjustment of Equivalents .
Recipient
shall not be entitled, prior to the conversion of 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 Equivalents credited to
Recipient may be adjusted, in the sole discretion of the Nominating
and Executive Compensation Committee of the Company’s Board
of Directors, in accordance with the provisions of Section VI(F) of
the Plan.
7.
Other .
The Company
reserves the right, as determined by 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.
8.
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.
9.
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:
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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 acting as a group, is considered to own
more than 50% of the total fair market value or total voting power
of the stock of the Company, the acquisition of additional stock by
the same person or persons will not constitute a Change of Control;
or
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A majority of
the members of the Company’s Board of Directors is replaced
during any twelve-month period by directors whose appointment or
election is not endorsed by a majority of the members of the
Company’s Board of Directors before the date of the
appointment or election.
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Persons will
not be considered to be acting as a group solely because they
purchase or own stock of the same corporation at the same time, or
as a result of the same public offering. However, persons will be
considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase or
acquisition of sto
