Exhibit
10.3
NON-QUALIFIED
STOCK OPTION AGREEMENT
ENERGIZER
HOLDINGS, INC. (the "Company"), effective October 12, 2009, grants
this Non-Qualified Stock Option Agreement (“Option
Agreement”) to _______________ ("Optionee") to purchase a
total of _______ shares of Common Stock of the Company ("Common
Stock") at a price of $65.63 per share pursuant to its Energizer
Holdings, Inc. 2009 Incentive Stock Plan (the
"Plan"). Subject to the provisions of the Plan and the
following terms, Optionee may exercise this Option from time to
time by tendering to the Company written notice of exercise
together with the purchase price in cash, or in shares of Common
Stock at their Fair Market Value as determined by the Nominating
and Executive Compensation Committee (the “Committee”),
provided that such shares have been held for at least six
months.
ARTICLE I -
TERMS OF OPTION
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Normal
Exercise . One
hundred percent of this Option will become exercisable on October
12, 2012, and remain exercisable through October 11, 2019, unless
Optionee is no longer employed by the Company, in which case the
Option is exercisable only in accordance with the provisions of
paragraph 3 below.
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Acceleration
. Notwithstanding
the above, any shares not previously forfeited under this Option
will become fully exercisable before October 12, 2012 upon the
occurrence of any of the following events while Optionee is
employed by the Company:
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Optionee's
involuntary Termination of Employment, by reason of continuing
disability, immediately following exhaustion of short-term
disability benefits.
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Acceleration
Upon a Change of Control of Company . Notwithstanding
the provisions of Paragraph 1 above, if a Change of Control of the
Company occurs on or following November 1, 2011, any shares not
previously forfeited under this Option will become fully
exercisable. If a Change of Control of the Company occurs prior to
that date, no shares will accelerate and become exercisable, except
in accordance with the other terms of this Option
Agreement.
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4.
Exercise After Certain Events . Upon the
occurrence of any of the events described below, any shares that
are exercisable at that time shall remain exercisable during the
period stated below, but, in any event, not later than October 11,
2019:
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Upon Optionee's
Termination of Employment (i) by reason of continuing disability,
immediately upon exhaustion of short-term disability benefits, (ii)
because of death, or (iii) either voluntarily or involuntarily
following attainment of age 55 with at least ten years of service
(other than a Termination for Cause), such shares that are
exercisable (including any shares that are accelerated because of
such events) shall remain exercisable for five years
thereafter.
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Upon
Optionee’s voluntary or involuntary Termination of Employment
(other than a Termination for Cause, or a Termination of Employment
following Optionee’s attainment of age 55 with at least ten
years of service), such shares that are exercisable shall remain
exercisable for ninety days thereafter.
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Upon
Optionee’s Termination for Cause, or if the Committee
determines that this Option is forfeit pursuant to Section IV of
the Plan because Optionee engaged in competition with the Company
or an Affiliate, or Optionee engaged in any activity or conduct
contrary to the best interests of the Company or any Affiliate,
such shares that are then exercisable shall remain exercisable for
seven days after such Termination or determination.
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Forfeiture
. This
Option is subject to forfeiture for the reasons set forth in
Section IV.A.1, 3 or 4 of the Plan. If there is a
declaration of forfeiture, those shares that are exercisable at the
time of the declaration may be exercised as set forth in paragraph
4 above; all other shares are forfeited.
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Definitions
. Unless
otherwise defined in this Option Agreement, defined terms used
herein shall have the same meaning as set forth in the
Plan.
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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 stock, or similar business transaction with the
Company.
This definition
of Change of Control shall be interpreted in accordance with, and
in a manner that will bring the definition into compliance with,
the regulations under Section 409A of the Internal Revenue
Code.
Termination of
Employment shall mean a
“separation from service” with the Company and its
Affiliates, as such term is defined in Code Section 409A and the
regulations thereunder.
ARTICLE II -
OPTIONEE COVENANTS
Optionee hereby
covenants:
1.
Confidential Information .
By executing
this Option Agreement, I agree that I shall not, directly or
indirectly, use, make available, sell, disclose or otherwise
communicate to any person, other than in the course of my assigned
duties and for the benefit of the Company, either during the period
of my employment or at any time thereafter, any nonpublic,
proprietary or confidential information, knowledge or data relating
to the Company, any of its affiliates, or their businesses, which I
shall have obtained during my employment by the Company
or
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