NON-QUALIFIED STOCK OPTION
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ENERGIZER HOLDINGS, INC. (the "Company"), effective September 18, 2000,
grants this Non-Qualified Stock Option to H. Fisk Johnson ("Optionee") to
purchase a total of 10,000 shares of Common Stock of the Company ("Common
Stock") at a price of $____ 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 Board of Directors of the Company (the "Board"), 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 September 18 in each of the years 2001, 2002, 2003, 2004 and
2005. This Option remains exercisable through September 17, 2010 unless
Optionee is no longer serving as a Director of 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 serving on the Board:
a. death of Optionee;
b. declaration of Optionee's total and permanent disability;
c. retirement, resignation or other termination from the Board; or
d. a Change of Control of the Company.
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 September 17, 2010:
a. Upon Optionee's retirement, resignation or other termination from
the Board (other than a termination related to a declaration of forfeiture as
described below), declaration of total and permanent disability or death, 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 the Board 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 determination.
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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.
____________________________
Optionee
By:_________________________
____________________________ J. Patrick Mulcahy
Date Chief Executive Officer
