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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 14, 2005, the Nominating and Executive Compensation Committee (the Committee) of the Board of Directors of the Company met and considered compensation issues with respect to certain Executive Officers. At that meeting, the Committee granted a Non-Qualified Stock Option Agreement and a Restricted Stock Equivalent Award Agreement to each of the Executive Officers listed on the exhibit to this filing.
The material terms of the Non-Qualified Stock Option Agreement are as follows:
1. Option Price New York Stock Exchange - Composite Transactions closing price on date of grant.
2. Term Ten years from date of grant.
3. Exercise Award will become exercisable at a rate of 25% per year on the grant anniversary dates in 2006, 2007, 2008 and 2009. Award will not be exercisable after the tenth anniversary date of the date of grant. Subject to the foregoing, any portion of the Award that is exercisable (including any portion that becomes exercisable upon acceleration as described below) will remain exercisable:
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a. |
following termination of employment (including voluntary and involuntary employment), retirement, total and permanent disability, or death, until the earlier of (i) five years from the date of termination or (ii) ten years from the date of grant; |
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b. |
following termination of employment for cause, for 7 days following termination. If the Committee determines that any portion of a grant that is not yet exercisable has been forfeited as described below, any portion that is exercisable will remain so for only 7 days following the determination of forfeiture. |
4. Acceleration The entire portion of the recipients Award will become exercisable upon:
a. Death;
b. Declaration of total and permanent disability;
c. Retirement following attainment of age 55;
d. Involuntary termination of employment, other than for cause;
e. Change of control of Energizer Holdings, Inc.
5. Forfeiture Any portion of the recipients Award that is not exercisable will be forfeited upon:
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a. |
the recipients involuntary termination for cause; |
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b. |
a determination by the Committee that the recipient engaged in competition with the Company; or |
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c. |
a determination by the Committee that the recipient engaged in activity or conduct contrary to the best interests of the Company, as described in the Plan. |
The material terms of the Restricted Stock Equivalent Award Agreement are as follows:
1. Award As of the date of the award, recipients will be credited with restricted Common Stock equivalents which, upon vesting, will convert into an equal number of actual shares of Common Stock.
2. Vesting; Payment One-fourth of the restricted stock equivalents granted to each recipient will vest January 14, 2006, one-fourth will vest January 14, 2007, one-fourth will vest January 14, 2008, and the final one-fourth will vest January 14, 2009. Upon vesting, the equivalents will convert into shares of Common Stock, which will then be issued to the recipient. The shares issued will be free of any restrictions on transfer or pledge.
3. Acceleration All unvested restricted stock equivalents granted to a recipient will immediately vest upon his or her:
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b. |
Declaration of total and permanent disability; |
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c. |
Involuntary termination of employment, other than for cause; |
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d. |
Change of control of Energizer Holdings, Inc. - however, a change of control approved in advance by the Companys Board would not trigger acceleration |
4. Forfeiture Any portion of the recipients restricted stock equivalents that are not vested will be forfeited upon:
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a. |
the recipients involuntary termination for cause; |
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b. |
the recipients voluntary termination prior to attainment of age 55; |
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c. |
a determination by the Committee that the recipient engaged in competition with the Company; or |
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c. |
a determination by the Committee that the recipient engaged in activity or conduct contrary to the best interests of the Company, as described in the Plan. |
The form of the Non-Qualified Stock Option Agreement is attached to this filing as Exhibit 10.1, and the form of the Restricted Stock Equivalent Award Agreement is attached to this filing as Exhibit 10.2.
At that meeting, the Committee also increased the compensation for Ward M. Klein, in light of his promotion to Chief Executive Officer as of January 25, 2005. Effective as of that date, his base salary will be $650,000 per year, and his bonus target for fiscal year 2005 was retained at 100% of his base.
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENERGIZER HOLDINGS, INC.
By:
Daniel J. Sescleifer
Executive Vice President and Chief Financial Officer
Dated: January 14, 2005
EXHIBIT INDEX
Exhibit No.
10.1 Form of Non-Qualified Stock Option Agreement.
10.2 Form of Restricted Stock Equivalent Award Agreement.