2009 RESTATEMENT OF ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN

Exhibit 10

2009 RESTATEMENT OF

ENERGIZER HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

- ii -

2009 RESTATEMENT OF
ENERGIZER HOLDINGS, INC.
DEFERRED COMPENSATION PLAN

ARTICLE I

I NTRODUCTION

1.1 Name of Plan/Purpose. 

      ENERGIZER HOLDINGS, INC. (“Company”) established the ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN (“Grandfathered Plan”), effective as of April 1, 2000, to provide, in part, certain eligible employees and Directors of the Company and its Subsidiaries the opportunity to defer elements of their compensation or fees and to receive the benefit of additions to their deferrals. The Company amended and completely restated the Grandfathered Plan effective as of November 1, 2003.

      In connection with complying with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the portion of each Participant’s Account that was earned and vested as of December 31, 2004, was frozen, except for adjustments for earnings and losses, and credited to a separate subaccount (the “Grandfathered Account”) and will be administered in accordance with the terms of the Grandfathered Plan as in effect on October 3, 2004 and the federal income tax law in effect prior to the enactment of Section 409A. The portion of each Participant’s Account earned or vested on or after January 1, 2005 was credited to a separated subaccount (the “Non-Grandfathered Account”). Pursuant to Notice 2007-86, with respect to the period from January 1, 2005 through December 31, 2008, all Non-Grandfathered Accounts will be administered in accordance with Notice 2005-1, other generally applicable Section 409A guidance, and the Company’s good faith interpretation of compliance with Code Section 409A, as documented, in part, in draft plan documents, forms, or communications. Effective January 1, 2009, all Non-Grandfathered Accounts will be administered in accordance with the 2009 Restatement of the Energizer Holdings, Inc. Deferred Compensation Plan (“Plan”). A Participant’s benefit will be comprised of his or her Grandfathered Account under the Grandfathered Plan and his or her Non-Grandfathered Accounts under the Plan.

1.2 “Top Hat” Retirement Benefit Plan. 

      The Plan is intended to be a nonqualified unfunded deferred compensation plan. The Plan is maintained for Directors and for a select group of management or highly compensated employees and, therefore, it is intended that the Plan will be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan is not intended to qualify under Code Section 401. The Plan is intended to comply with the requirements of Section 409A of the Code.

1.3 Effective Date. 

      This amendment and restatement of the Plan is effective as of January 1, 2009, except as otherwise provided.

1.4 Administration. 

      The Plan shall be administered by the Committee described in Article VIII.

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ARTICLE II

Definitions and Construction

2.1 Definitions. 

      For purposes of the Plan, the following words and phrases, whether or not capitalized, shall have the respective meanings set forth below, unless the context clearly requires a different meaning:

      (a) “Account” means the bookkeeping account maintained on behalf of each Participant pursuant to Article VI that is credited with Base Salary Deferrals, Bonus Deferrals, Matching Contributions, and Director Fee Deferrals pursuant to Article IV, amounts allocated to the Participant’s dividend equivalents as described in Section 6.3, interest equivalents, if applicable, and equivalents of earnings, if any, distributed with respect to other investment funds whose results are reflected in measurement funds offered pursuant to the Plan. Statements of Accounts issued to Participants also will reflect the market value of investment funds selected by the Participants for their Accounts, as of the appropriate Valuation Date. The market value of a particular investment fund in a Participant’s Account will be determined as of the appropriate Valuation Date at the time of distribution or transfer to another investment fund in the Plan, notwithstanding that the market value attributed to such investment funds may vary from day to day. For purposes of the 2009 Restatement of the Plan, “Account” means a Participant’s Non-Grandfathered Account.

      (b) “Acquiring Person” means any person or group of Affiliates or Associates who is or becomes the beneficial owner, directly or indirectly, of shares representing 20% or more of the total votes of the outstanding stock entitled to vote at a meeting of shareholders.

      (c) “Affiliate” or “Associate” shall have the meanings set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

      (d) “Base Salary” means, with respect to an Employee, the annual cash compensation relating to services performed during any calendar year, whether or not actually paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily or mandatorily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Company and any Subsidiary and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) pursuant to plans established by the Company or Subsidiary; provided however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

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      (e) “Base Salary Deferral” means the amount of a Participant’s Base Salary that the Participant elects to have withheld on a pre-tax basis from his or her Base Salary and credited to his or her Account pursuant to Section 4.1. Effective January 1, 2009, Base Salary Deferrals will no longer be permitted under the Plan.

      (f) “Beneficial Owner” shall mean a person who shall be deemed to have acquired “beneficial ownership” of, or to “beneficially own,” any securities:

           (i) which such person or any of such person’s Affiliates or Associates beneficially owns, directly or indirectly;

           (ii) which such person or any of such person’s Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of currently exercisable conversion or exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (b) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

           (iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of such person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting or disposing of any securities of Company.

      Notwithstanding anything in this definition of “Beneficial Owner” to the contrary, the phrase “then outstanding,” when used with reference to a person’s beneficial ownership of securities of Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such person would be deemed to own beneficially hereunder.

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      (g) “Beneficiary” means the person or entity designated by the Participant to receive benefits which may be payable on or after the Participant’s death in accordance with Section 7.4.

      (h) “Board” means the Board of Directors of the Company.

      (i) “Bonus Compensation” means the amount awarded to a Participant for a Plan Year under any bonus plan maintained by the Company and/or a Subsidiary which the Committee permits to be deferred under the Plan.

      (j) “Bonus Deferral” means the amount of a Participant’s Bonus Compensation that the Participant elects to have withheld on a pre-tax basis from his or her Bonus Compensation and credited to his or her Account pursuant to Section 4.1.

      (k) “Cause” means willful breach or failure by the Participant to perform his or her employment duties.

      (l) “Change of Control” means a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change of Control shall be deemed to have occurred if:

           (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) as currently in effect, of the Exchange Act) is or becomes a “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of securities representing 20% or more of the total voting power of all of the Company’s then outstanding voting securities. For purposes of this Plan, the term “person” shall not include: (A) the Company or any corporation of which 50% or more of the voting stock is owned, directly or indirectly, by the Company (individually, a "Subsidiary" and collectively "Subsidiaries"), (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, or (C) an underwriter temporarily holding securities pursuant to an offering of said securities;

           (ii) during any period of two (2) consecutive calendar years, individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board;

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           (iii) the stockholders of the Company approve a merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the “beneficial owners” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act) of the outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, securities representing more than 50% of the total voting power of the then outstanding voting securities of the corporation resulting from such Business Combination or the parent of such corporation (the “Resulting Corporation”); (ii) no “person” (as such term is used in Section 13(d) and 14(d)(2), as currently in effect, of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or the Resulting Corporation, is the “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of voting securities representing 20% or more of the total voting power of then outstanding voting securities of the Resulting Corporation; and (iii) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Board at the time of the execution of the initial agreement, or at the time of the action of the Board, providing for such Business Combination;

           (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

           (v) any other event that a simple majority of the Board, in its sole discretion, shall determine constitutes a Change of Control.

      (m) “Code” means the Internal Revenue Code of 1986, as amended, and all valid regulations thereunder.

      (n) “Committee” means the Energizer Plans Administrative Committee which administers the Plan in accordance with Article VIII.

      (o) “Company” means Energizer Holdings, Inc. and any successor thereto.

      (p) “Continuing Director” means any member of the Board, while such person is a member of such Board, who is not an Affiliate or Associate of an Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and was a member of such Board prior to the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing Director, while such successor is a member of such Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

      (q) “Controlled Group” means all corporations or business entities that are, along with the Company, members of a controlled group of corporations or businesses, as defined in Sections 414(b) and 414(c) of the Code, or a member of an affiliated service group, as defined in Section 414(m) of the Code, except that the language “at least 50 percent” is used instead of “at least 80 percent” in applying the rules of Sections 414(b) and 414(c).

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      (r) “Deferral Period” means the period of time for which a Participant elects to defer receipt of his or her Base Salary Deferrals and Bonus Deferrals credited to such Participant’s Account for a Plan Year. A Participant’s election of a Deferral Period made with respect to such Base Salary Deferrals and Bonus Deferrals for a Plan Year shall apply to Matching Contributions with respect to such Bonus Deferrals for such Plan Year. A Participant who is a Director may not elect a Deferral Period with respect to Director Fee Deferrals.

      (s) “Deferrals” means (i) with respect to a Participant who is an Employee, Base Salary Deferrals and/or Bonus Deferrals, and (ii) with respect to a Participant who is a Director, Director Fee Deferrals.

      (t) “Deferred Compensation Agreement” means the written agreement or electronic means by which a Participant elects the amount of Deferrals for a Plan Year, the Deferral Period, the deemed investment and the form of payment for the Deferrals and Matching Contributions, allocated to such Participant’s Account for a Plan Year. A Participant’s election with respect to the deemed investment and form of payment of Salary Deferrals and Bonus Deferrals shall apply to the Matching Contributions with respect to such Bonus Deferrals for such Plan Year. A Participant who is a Director may not elect a form of payment or Deferral Period with respect to his or her Director Fee Deferrals.

      (u) “Director” means any member of the Board or any member of the board of directors of a Subsidiary who is not an officer or Employee of the Company and/or a Subsidiary.

      (v) “Director Fee Deferrals” means the amount of Director Fees which a Participant elects to have withheld or which the Company mandatorily withholds on a pre-tax basis from his or her Director Fees and credited to his or her Account pursuant to Section 4.1.

      (w) “Director Fees” means the amount of cash paid to a Director, including but not limited to board of director fees, committee fees, annual retainer director fees and such other amounts paid to a Director, for services as a Director of the Company or a Subsidiary.

      (x) “Disability” means the inability of the Participant to perform the duties of his or her own occupation because of illness or injury of unavoidable cause.

      (y) “Effective Date” means January 1, 2009, the effective date of this amendment and restatement of the Plan, except as otherwise provided.

      (z) “Employee” means any individual who is classified by the Company or a Subsidiary, and reported on the payroll records of the Company or a Subsidiary, as a common law employee of the Company or a Subsidiary, regardless of such individual’s status under common law, including whether such individual is or has been determined by a third party (including, without limitation, a government agency or board or court or arbitrator) to be an employee of the Company or any Subsidiary for any purpose, including, for purposes of any employee benefit plan of the Company or any Subsidiary (including this Plan) or for purposes of federal, state, or local tax withholding, employment tax, or employment law. No individual shall be retroactively reclassified as an Employee.

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(aa) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(bb) “Good Reason” means any of the following: assignment of duties inconsistent with the Employee’s status or diminution in status or responsibilities from that which existed prior to the Change of Control; reduction in the Employee’s annual salary; failure of the acquiror to pay any bonus award to which the Employee was otherwise entitled, or to offer the Employee incentive compensation, stock options or other benefits or perquisites which are offered to similarly situated employees of the acquiror; relocation of the Employee’s primary office to a location greater than fifty (50) miles from his or her existing office; any attempt by the acquiror to terminate the Employee’s employment in a manner other than as expressly permitted by the Change of Control agreement(s); or the failure by the acquiror to expressly assume the Company’s obligations under the Change of Control agreement(s).

(cc) “Grandfathered Account” means the vested portion of a Participant’s Account as of December 31, 2004, as adjusted for earnings or losses.

(dd) “Market Value” means the closing price of the Stock as reported by the New York Stock Exchange on the date in question, or, if the Stock is not quoted or if the Stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or if the Stock is not listed on any such exchange, the closing bid quotation with respect to a share of Stock on the date in question on the NASDAQ Stock Market National Market System or any system then in use, or if no such quotation is available, the fair market value on the date in question of a share of Stock as determined by a majority of the Continuing Directors in accordance with regulations under Code Section 409A; provided, however, that the date in question for purposes of crediting Bonus Deferrals of Incentive Plan bonus payments and Company Matching Contributions thereon will be November 15, that the date in question for purposes of crediting Salary Deferrals will be the date the salary would otherwise have been paid, that the date in question for purposes of crediting Director Fee Deferrals will be the date the Director Fee would otherwise have been paid, and that the date in question for purposes of crediting Company Matching Contributions on Director Fee Deferrals will be the last day of the calendar year.

(ee) “Matching Contribution” means the amount of the contributions made by the Company and/or a Subsidiary on behalf of a Participant who elects to make Bonus Deferrals to the Plan for a Plan Year, subject to the provisions of Section 4.4.

(ff) “Non-Grandfathered Account” means (i) the portion of a Participant’s Account that became vested on or after January 1, 2005, as adjusted for earnings and losses, and (ii) contributions for periods on or after January 1, 2005, as adjusted for earnings and losses.

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(gg) “Participant” means each Employee who has been selected for participation in the Plan and each Director who has become a Participant pursuant to Article III.

(hh) “Plan” means the 2009 RESTATEMENT OF ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN, as amended from time to time.

(ii) “Plan Year” means the twelve-consecutive month period commencing January 1 of each year and ending on December 31, except that the first Plan Year shall be the period beginning on April l, 2000 and ending on December 31, 2000.

(jj) “Retirement” means (i) with respect to a Participant who is an Employee, the date such Participant incurs a voluntary Termination of Employment on or after attaining age 55 and 10 years of service (as determined under the terms of the Energizer Holdings, Inc. Retirement Plan), and (ii) with respect to a Participant who is a Director, the date such Director resigns or is removed as a Director of the Company and Subsidiaries following attainment of age 70.

(kk) “Stock” means shares of the Company’s common stock, par value $.0l per share, which consists of shares of a class of common stock designated as Energizer Common Stock (“ENR Stock”) or any such other security outstanding upon the reclassification or redesignation of the Company’s ENR Stock or any other outstanding class or series of common stock of the Company, including, without limitation, any stock split-up, stock dividend, creation of tracking stock, or other distributions of stock in respect of stock, or any reverse stock split-up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate, or any other transaction, whether or not with or into or otherwise involving an Acquiring Person.

(ll) “Stock Unit” means a stock unit that is equivalent to one share of Stock.

(mm) “Stock Unit Fund” means the Energizer Common Stock Unit Fund.

(nn) “Subsidiary” means any domestic corporation in which the Company owns, directly or indirectly, 50% or more of the voting stock.

(oo) “Termination for Cause” means a Participant’s termination of employment with the Company and its Subsidiaries because the Participant willfully engaged in gross misconduct; provided, however, that a “Termination for Cause” shall not include a termination attributable to: (i) poor work performance, bad judgment or negligence on the part of the Participant; or (ii) an act or omission reasonably believed by the Participant in good faith to have been in or not opposed to the best interests of his or her employer and reasonably believed by the Participant to be lawful.

(pp) “Termination of Employment” means termination of employment from the Controlled Group, as determined in accordance with rules set forth in IRS regulations under Code Section 409A (generally a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period); provided, however, to the extent permitted by the regulations issued under Code Section 409A, a “Termination of Employment” does not occur if a Participant is on a military leave, sick leave or other bona fide leave of absence granted by the Company or a Subsidiary.

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(qq) “Termination of Service” means termination of service as a Director with respect to all entities in the Controlled Group, as determined in accordance with rules set forth in IRS regulations under Code Section 409A.

(rr) “Trust” means the fund, if any, established in consequence of and for the purpose of the Plan, to be held in trust by the Trustee, from which Trust benefits under the Plan may be paid.

(ss) “Trust Agreement” means the Trust under the Energizer Holdings, Inc. Deferred Compensation Plan made and entered into by the Company with the Trustee pursuant to the Plan, as said Trust Agreement may be amended from time to time.

(tt) “Trustee” means any person, persons or corporation designated by the Company from time to time to hold, invest and disburse, in accordance with the Plan and Trust Agreement, the assets of the Plan.

(uu) “Valuation Date” means each business day that the New York Stock Exchange is open for business, unless changed by the Committee, and each special valuation date designated by the Committee.

2.2 Number and Gender.

      Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

2.3 Headings. 

      The headings of Articles and Sections herein are included solely for convenience and do not bear on the interpretation of the text. If there is any conflict between such headings and the text of the Plan, the text shall control. As used in the Plan, the terms “Article” and “Section” mean the text that accompanies the specified Article or Section of the Plan.

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ARTICLE III

Participation and Eligibility

3.1 Eligibility.

      (a) Employees - The Committee shall select who is eligible to participate in the Plan from among the management or highly compensated Employees of the Company and its Subsidiaries who are subject to the income tax laws of the United States. In making its selections hereunder, the Committee shall take into consideration the nature of the services rendered or to be rendered to the Company and its Subsidiaries by an Employee, his or her present and potential contribution to the success of the Company and its Subsidiaries, and such other factors as the Committee deems relevant in accomplishing the purposes of the Plan. The Committee shall notify each Participant of his or her selection as a Participant.

      (b) Directors - A Director is eligible to participate in the Plan.

3.2 Participation.

      An Employee or Director shall become a Participant effective as of the January 1 following the date the Committee determines his or her eligibility. Subject to the provisions of Section 3.3, a Participant shall remain eligible to continue participation in the Plan for each Plan Year following his or her initial year of participation in the Plan. The terms of the Plan shall govern the benefits, if any, payable to the Participant or his or her Beneficiary, except as otherwise provided in the Participant’s Deferred Compensation Agreement.

3.3 Duration of Participation.

      (a) Employee - A Participant who is an Employee shall cease to be a Participant as of the date on which he or she incurs a Termination of Employment or the last day of the Plan Year in which the Committee terminates such Participant’s participation in the Plan, whichever date is earliest.

      If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with the provisions of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion to prevent the Participant from making future deferral elections in future Plan Years.

      (b) Director - A Participant who is a Director shall cease to be a Participant as of the date on which he or sh