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2003 RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT
Energizer Holdings, Inc. ("Company"), pursuant to its 2000 Incentive Stock
Plan (the "Plan"), grants to John R. Roberts ("Recipient") a Restricted Stock
Equivalent Award of up to 10,000 Company restricted common stock equivalents.
This Award Agreement is subject to the provisions of the Plan and to the
following terms and conditions:
1. Restricted Stock Equivalents Award
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If, at any time or from time to time, within two years of the effective date of
this Award Agreement, Recipient provides evidence to the Secretary of the
Company, reasonably satisfactory to the Company, of his acquisition of shares of
the Company's $.01 par value Common Stock ("Common Stock"), the Company will
credit the Recipient with a restricted common stock equivalent (an "Equivalent")
for each share of Common Stock so acquired, up to a maximum of 10,000
Equivalents, in the aggregate. (The shares of Common Stock which are acquired
by the Recipient and matched by Equivalents are referred to as "Matched Common
Stock" herein.) Deferrals into the Company's Deferred Compensation Plan will not
be matched with Equivalents.
2. Holding Period for Matched Common Stock
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The Recipient agrees that he shall not sell or transfer any portion of the
Matched Common Stock for a period of three (3) years following the date of
acquisition of such portion, provided, however, that if Recipient pledges any of
the Matched Common Stock as collateral for any loan during that period, it shall
not be deemed a sale or transfer of the shares for purposes of this Award
Agreement.
3. Vesting; Payment
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Each Equivalent will vest on the date that is three (3) years from the date of
its crediting and convert, at that time, or otherwise as provided herein, into
one share of Common Stock which will be issued to the Recipient. If Recipient,
no later than thirty (30) days from the effective date of this Award Agreement,
elects in writing to defer the conversion of Equivalents into shares of Common
Stock, the Equivalents will not convert into Common Stock, and shares of Common
Stock will not be issued to the Recipient, until the Recipient's termination of
service on the Board of Directors of the Company.
4. Additional Cash Payment
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At the time of payment of shares of Common Stock to Recipient, as described in
paragraph 3 above, Recipient will also receive an additional cash payment equal
to the amount of dividends, if any, which would have been paid on the shares of
Common Stock issued to him if he had actually acquired those shares on the date
or dates of crediting of his Equivalents. No interest shall be included in the
calculation of such additional cash payment.
5. Acceleration
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Notwithstanding the provisions of paragraph 3 above, all Equivalents credited to
the Recipient will immediately vest, convert into shares of Common Stock and be
paid to the Recipient, his designated beneficiary, or his legal representative,
in accordance with the terms of the Plan, in the event of:
(a) his death;
(b) a declaration of his total and permanent disability; or
(c) a Change of Control of the Company, which for purposes of this Award
Agreement shall be deemed to occur when (i) a person, as defined under the U.S.
securities laws, acquires beneficial ownership of more than fifty percent (50%)
of the outstanding voting securities of the Company; or (ii) the directors of
the Company immediately before a business combination between the Company and
another entity, or a proxy contest for the election of directors, shall, as a
result thereof, cease to constitute a majority of the Board of Directors of the
Company (or a successor corporation of the Company).
6. Forfeiture
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All rights in and to any and all Equivalents granted pursuant to this Award
Agreement, and to any shares of Common Stock into which they would convert,
which have not vested as described in paragraph 3 of this Award Agreement shall
be forfeited upon the Recipient's termination of service on the Board of
Directors of the Company. In addition, any Equivalents granted pursuant to this
Award Agreement which have not vested shall be forfeited if the shares of
Matched Common Stock to which they relate are sold or transferred by the
Recipient prior to three (3) years from the date of crediting of such
Equivalents.
7. Shareholder Rights; Adjustment of Equivalents
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Recipient shall not be entitled, prior to the conversion of Equivalents into
shares of Common Stock, to any rights as a shareholder with respect to such
shares of Common Stock, including the right to vote, sell, pledge, transfer or
otherwise dispose of the shares. Recipient shall, however, have the right to
designate a beneficiary to receive such shares of Common Stock under this Award
Agreement, subject to the provisions of Section V of the Plan. The number of
Equivalents credited to Recipient may be adjusted, in the sole discretion of the
Nominating and Executive Compensation Committee of the Company's Board of
Directors, in accordance with the provisions of Section VI(F) of the Plan.
8. Other
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The Company reserves the right, as determined by the Board of Directors of the
Company, to convert this Award Agreement to a substantially equivalent award and
to make any other modification it may consider necessary or advisable to comply
with any applicable law or governmental regulation, or to preserve the tax
deductibility of any payments hereunder.
9. Effective Date
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This Award Agreement shall be deemed to be effective as of the 27th day of
January 2003.
ACKNOWLEDGED AND ACCEPTED: ENERGIZER HOLDINGS, INC.
________________________________By:_______________________________
Recipient J. Patrick Mulcahy