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Exhibit
10.2
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 Equivalents which fail to vest as of the Announcement
Date
|
