Exhibit 10.2 ENERGIZER HOLDINGS, INC. AMENDED EXECUTIVE
OFFICER BONUS PLAN
SECTION 1 ESTABLISHMENT AND PURPOSE
1.1 Purpose.
Energizer Holdings, Inc. hereby establishes the Energizer Holdings,
Inc. Executive Officer Bonus Plan (the "Plan"). The Plan is
intended to (i) motivate and reward a greater degree of excellence
and teamwork among the senior officers of the Company by providing
incentive compensation award opportunities; (ii) provide attractive
and competitive total cash compensation opportunities for
exceptional corporate, business unit and personal performance;
(iii) reinforce the communication and achievement of the mission,
objectives and goals of the Company; and (iv) enhance the
Company’s ability to attract, retain and motivate the highest
caliber senior officers. Awards under the Plan which are based upon
attainment of Performance Goals, are intended to qualify as
performance-based compensation under Section 162(m) of the
Code.
1.2 Effective
Date. Contingent upon shareholder approval of appropriate
performance criteria at the Company’s 2006 Annual Meeting of
Shareholders, the Plan shall become effective October 1, 2006 and
shall continue in effect until terminated by the Board in
accordance with Section 7.4. As long as the Plan remains in effect,
performance criteria shall be resubmitted to shareholders as
necessary to enable Awards under the Plan which are based upon
attainment of Performance Goals to continue to qualify as
performance-based compensation under Section 162(m) of the
Code.
SECTION 2 DEFINITIONS
The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:
2.1 "Award"
means any cash bonus granted under the terms of the Plan. An Award
may be expressed as a percentage of an Executive Officer’s
Base Salary or a specific dollar amount, as determined by the
Committee for each Participant for any Plan Year, or for multiple
Plan Years.
2.2 "Base
Salary" means as to any Plan Year, 100% of the Participant's
annualized salary rate on the last day of the Plan Year. Such Base
Salary shall be before both (a) deductions for taxes or benefits,
and (b) deferrals of compensation pursuant to Company-sponsored
plans.
2.3 "Board"
means the Company's Board of Directors.
2.4 "Code"
means the Internal Revenue Code of 1986, as amended. Reference to a
specific Section of the Code shall include such Section, any valid
regulation promulgated thereunder, and any comparable provision of
any future legislation or regulation amending, supplementing or
superseding such Section or regulation.
2.5 "Committee"
means 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) an
“independent” director, as defined under the
Company’s Corporate Governance Principles and the listing
standards of the New York Stock Exchange.
2.6 "Company"
means Energizer Holdings, Inc., a Missouri corporation.
2.7 "Determination
Date" means as to any Plan Year, (a) the first day of the Plan
Year, or (b) any date on or before the 90th day of the Plan
Year.
2.8 “Executive
Officer” means any individual with the title of Chief
Executive Officer, Chief Financial Officer, or President of the
Company, and any other individual designated as an Executive
Officer of the Company by the Board.
2.9 "Maximum
Award" means the maximum amount which may be paid to a Participant
as a single Award, whether that Award represents performance for a
single Plan Year or for multiple Plan Years. The size of the
Maximum Award is five million dollars ($5,000,000).
2.10 "Participant"
means as to any Plan Year (or series of Plan Years), an Executive
Officer who has been selected by the Committee for participation in
the Plan for that Plan Year (or series of Plan Years).
2.11 "Performance
Goals" means performance goals established by the Committee with
respect to any Potential Award, which goals must be based upon one
or more performance-based criteria approved by the shareholders of
the Company in accordance with the requirements of Section 162(m)
of the Code.
2.12 "Plan
Year" means the fiscal year of the Company beginning October 1,
2006, and each succeeding fiscal year of the Company.
2.13 “Potential
Award” means an Award which is potentially payable to a
Participant, the terms of which are established by the Committee as
of the Determination Date for a Plan Year. The terms of a Potential
Award can relate to that Plan Year, or a series of Plan Years, and
can be exclusively performance-based, with Performance Goals, or
can involve a combination of performance-based criteria and
individual performance assessments, as the Committee, in its sole
discretion, may determine. The Committee shall have the power to
impose any restrictions on Potential Awards subject to this Plan as
it may deem necessary or appropriate to ensure that an Award under
this Plan, to the extent applicable, satisfies all the requirements
for “performance-based compensation” within the meaning
of Section 162(m) of the Code, the regulations thereunder, and any
successors thereto.
SECTION 3 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
3.1 Selection
of Participants. On or prior to the Determination Date, the
Committee, in its sole discretion, shall select the Executive
Officers who shall be Participants for the Plan Year. In selecting
Participants, the Committee shall choose officers who are likely to
have a significant impact on the performance of the Company.
Participation in the Plan is in the sole discretion of the
Committee, and on a Plan Year by Plan Year basis. Accordingly, an
Executive Officer who is a Participant for a given Plan Year in no
way is guaranteed or assured of being selected for participation in
any subsequent Plan Year or Years.
3.2 Determination
of Performance Goals and Potential Awards. On or prior to the
Determination Date, the Committee, in its sole discretion, shall
establish the terms of the Potential Award for each
Participant for the Plan Year, or for multiple Plan Years,
commencing onthe first day of such Plan Year or multiple Plan
Years, and any Performance Goals applicable to all, or a portion
of, the Potential Award. To the extent that all, or a portion, of
the Participant's Potential Award is performance-based, such
Potential Award shall be contingent upon the attainment of the
Participant’s Performance Goa
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