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Exhibit
10.1
RESTRICTED
STOCK EQUIVALENT AWARD AGREEMENT
Energizer Holdings, Inc.
(“Company”), pursuant to its Deferred Compensation Plan
(the “Plan”), will credit __________
(“Recipient”) with _____ restricted common stock
equivalents in the Energizer Common Stock Unit Fund of the Plan
(“Equivalents”). This Award Agreement is subject to the
provisions of the Plan and to the following terms and
conditions:
1.
Vesting;
Payment
Twenty-five percent of the
Equivalents granted to Recipient will vest on October 11, 2008 (the
“Anniversary Date”), an additional twenty-five percent
will vest on the date that the Company publicly releases earnings
results for its 2008 fiscal year (“the Announcement
Date”) only if the Company’s CAGR, as defined below,
for the period from September 30, 2005 through September 30, 2008
(the “Measurement Period”), equals or exceeds 10%, and
the remaining fifty percent will vest in its entirety on the
Announcement Date only if the Company achieves CAGR for the
Measurement Period at or above 15%, with smaller percentages of
that remaining fifty percent vesting at each of the milestones
indicated:
|
CAGR
|
%
Vesting
|
|
11%
|
20%
|
|
12%
|
40%
|
|
13%
|
60%
|
|
14%
|
80%
|
|
15%
|
100%
|
Upon vesting, as described
above, each Equivalent may be transferred to any other Fund
then-offered by the Plan; distribution of the value of the
Equivalents, and any investment performance thereon, however, will
not be made until the Recipient’s retirement or other
termination of employment with the Company, and then only in
accordance with the terms of the Plan. Any Equivalent
|