NON-QUALIFIED STOCK OPTION
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ENERGIZER HOLDINGS, INC. (the "Company"), effective March 17, 2003 grants
this Non-Qualified Stock Option to ("Optionee") to purchase a
total of shares of Common Stock of the Company ("Common Stock") at a
price of $26.64 per share pursuant to its Energizer Holdings, Inc. 2000
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.
1. Normal Exercise. This Option becomes exercisable at the rate of 20% of
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the total shares on March 17 in each of the years 2004, 2005, 2006, 2007 and
2008. This Option remains exercisable through March 16, 2013 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.
2. Acceleration. Notwithstanding the above, any shares not previously
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forfeited under this Option will become fully exercisable before the normal
exercise dates set forth in paragraph 1 hereof upon the occurrence of any of the
following events while Optionee is employed by the Company:
a. death of Optionee;
b. declaration, by the Committee, of Optionee's total and permanent
disability;
c. the voluntary termination of employment of Optionee at or after age
55;
d. a Change of Control; or
e. the involuntary termination of employment of Optionee, other than a
Termination for Cause. For purposes of this Option, involuntary termination
shall include (i) Optionee's involuntary termination of employment with the
Company or an Affiliate which employs Optionee; or (ii) the sale or other
disposition of a majority of the stock or assets of an Affiliate which employs
Optionee. In no event shall transfers of employment between the Company and any
of its Affiliates, or the creation of a class of stock of the Company which
tracks the performance of an Affiliate, be deemed to constitute an involuntary
termination of employment.
3. Exercise After Certain Events. Upon the occurrence of any of the events
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described below, any shares that are exercisable upon such occurrence shall
remain exercisable during the period stated below, but, in any event, not later
than March 16, 2013:
a. If Optionee's employment is terminated due to declaration of total
and permanent disability, death, or voluntary or involuntary termination of
employment (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; or
b. If Optionee's employment is Terminated for Cause, or if the
Committee determines that this Option is forfeit pursuant to Section IV of the
Plan because Optionee engages in competition with the Company or an Affiliate,
or Optionee engages 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 declaration.
4. Forfeiture. This Option is subject to forfeiture for the reasons set
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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 3 hereof; all other shares are forfeited.
5. Definitions. Unless otherwise defined in this Non-Qualified Stock
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Option, defined terms used herein shall have the same meaning as set forth in
the Plan.
"Change of Control" shall occur when (i) a person, as defined under
securities laws of the United States, acquires beneficial ownership of more than
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 of any successor to the Company.
6. Severability. The invalidity or unenforceability of any provision hereof
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in any jurisdiction shall not affect the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of this
Non-Qualified Stock Option, including that provision, in any other jurisdiction.
To the extent permitted by applicable law, the Company and Optionee each waive
any provision of law that renders any provision hereof invalid, prohibited or
unenforceable in any respect. If any provision of this Option is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent possible.
ACKNOWLEDGED AND ACCEPTED: ENERGIZER HOLDINGS, INC.
_____________________________ By:___________________________
Optionee J. Patrick Mulcahy
Chief Executive Officer
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Date
List of Recipients
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Gayle G. Stratmann