Exhibit
10.2
INDEMNIFICATION
AGREEMENT
INDEMNIFICATION
AGREEMENT (the "Agreement") made this 25th day of January,
2005, between ENERGIZER HOLDINGS, INC., a Missouri corporation
(the "Company") and ____________ ("Director").
WHEREAS,
Director is a member of the Board of Directors of the Company,
and in such capacity is performing a valuable service for
Company; and
WHEREAS,
the Company's Articles of Incorporation (the "Articles")
permit the indemnification of directors, officers, employees
and certain agents of the Company, and indemnification is also
authorized by Section 351.355 of the Missouri Revised Statutes
1978, as amended to date (the "Indemnification Statute");
and
WHEREAS,
the Articles and the Indemnification Statute permit full
indemnification of officers absent knowingly fraudulent,
deliberately dishonest or willful misconduct; and
WHEREAS,
in order to induce Director to continue to serve as a member
of the Board of Directors of the Company, Company has
determined and agreed to enter into this contract with
Director;
NOW
THEREFORE, in consideration of Director’s continued
service as a member of the Board of Directors after the date
hereof, the Company and Director agree as follows
1.
Indemnity
of Director .
Company hereby agrees to hold harmless and indemnify Director
to the full extent authorized or permitted by the provisions
of the Indemnification Statute, or by any amendment thereof,
or by any other statutory provision authorizing or permitting
such indemnification which is adopted after the date
hereof.
2.
Additional
Indemnity .
Subject to the exclusions set forth in Section 3 hereof,
Company further agrees to hold harmless and indemnify Director
against any and all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and
reasonably incurred by Director in connection with any
threatened, pending or completed action, claim, suit or
proceeding, whether civil, criminal, administrative or
investigative (including an action by or in the right of the
Company) to which Director is, was or at any time becomes a
party, or is threatened to be made a party, by reason of the
fact that Director is, was or at any time (whether before or
after the date of this Agreement) becomes a director, officer,
employee or agent of the Company, or is or was serving or at
any time serves at the request of the Company as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other
enterprise.
3.
Limitations
on Additional Indemnity . No
indemnity pursuant to Section 2 hereof shall be paid by
Company:
(a)
Except to
the extent the aggregate of losses to be indemnified thereunder
exceeds the amount of such losses for which the Director is
indemnified pursuant to Section 1 hereof or pursuant to any
insurance policies or other comparable policies purchased and
maintained by the Company;
(b)
In
respect to remuneration paid to Director if it shall be
finally judicially adjudged that such remuneration was in
violation of law;
(c)
On
account of any suit in which a judgment is rendered against
Officer for an accounting of profits made from the purchase or
sale by Director of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of
1934, as amended or similar provisions of any state or local
statutory law;
(d)
On
account of Director’s conduct which is finally
judicially adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct;
(e)
If it
shall be finally judicially adjudged that such indemnification
is not lawful.
Reference
in this Agreement to a matter being “finally judicially
adjudged” shall mean that there shall have been a final
decision by a court having jurisdiction in the matter, all
appeals having been denied or not have been taken and the time
therefore to have expired.
4.
Continuation
of Indemnity . All
agreements and obligations of Company contained herein shall
continue during
