Exhibit
10
INDEMNIFICATION
AGREEMENT
INDEMNIFICATION AGREEMENT (the
"Agreement") made this 3rd day of November, 2008, between ENERGIZER
HOLDINGS, INC., a Missouri corporation (the "Company") and Mr. Ward
M. Klein ("Director").
WHEREAS, Director is a member
of the Board of Directors of the Company and Chief Executive
Officer of the Company, and in such capacities 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 and as an officer of the Company 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
becomes (whether before or after the date of this Agreement) 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.
