X0304 4 2011-11-03 0 0001096752 ENERGIZER HOLDINGS INC ENR 0001182829 KLEIN WARD M ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS MO 63141 1 1 0 0 CHIEF EXECUTIVE OFFICER Energizer Holdings, Inc. Common Stock 31959 D Energizer Holdings, Inc. Common Stock 5228 I By 401(k) Energizer Holdings, Inc. Common Stock 800 I Immediate Family Energizer Holdings, Inc. Common Stock 17523 I by Spouse Restricted Stock Equivalent 10/13/08 0 2011-11-03 4 D 0 64500 0 D Energizer Holdings, Inc. Common Stock 64500 20972 D Non-Qualified Stock Option 1/14/05 49.18 2006-01-14 2015-01-13 Energizer Holdings, Inc. Common Stock 45000 45000 D Non-Qualified Stock Option 1/26/04 42.9 2005-01-26 2014-01-25 Energizer Holdings, Inc. Common Stock 100000 100000 D Non-Qualified Stock Option 10/12/09 65.63 2012-10-12 2019-10-11 Energizer Holdings, Inc. Common Stock 38000 38000 D Phantom Stk Units in Deferred Compensation Plan CM 0 Energizer Holdings, Inc. Common Stock 20290 20290 D Phantom Stock Units in Deferred Compensation Plan 0 Energizer Holdings, Inc. Common Stock 175384 175384 D Phantom Stock Units in Executive Savings Investment Plan 0 Energizer Holdings, Inc. Common Stock 2842 2842 D Restricted Stock Equiv. 11/1/10 PB 0 Energizer Holdings, Inc. Common Stock 53630 53630 D Restricted Stock Equiv. 11/1/10 TB 0 Energizer Holdings, Inc. Common Stock 22985 22985 D Restricted Stock Equivalent 10/10/07 0 Energizer Holdings, Inc. Common Stock 13656 13656 D Restricted Stock Equivalent 10/12/09 PB 0 Energizer Holdings, Inc. Common Stock 60000 60000 D Restricted Stock Equivalent 10/12/09 TB 0 Energizer Holdings, Inc. Common Stock 26000 26000 D Restricted Stock Equivalents 0 Energizer Holdings, Inc. Common Stock 30000 30000 D Restricted Stock Equivalents 1/14/05 0 Energizer Holdings, Inc. Common Stock 21887 21887 D Restricted Stock Equivalents 5/19/03 0 Energizer Holdings, Inc. Common Stock 19556 19556 D Performance restricted stock equivalent awards forfeited, in accordance with the terms of the awards, when performance vesting criteria were not achieved . 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR common stock on 10/13/2011. An additional 5% will vest and convert into shares of ENR common stock in November, 2011, only if CAGR in EPS equals or exceeds 8% for the period between 9/30/08 and 9/30/11, proportionately increasing in 1/10th of 1% increments up to 75% of the RSEs granted if 15% CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. Exercisable at the rate of 25% per year commencing 1/14/06. Exercisable at a rate of 20% per year commencing 1/26/05. 100% exercisable on October 12, 2012 as long as Recipient is still employed on said date. Options will also become exercisable upon the Recipient's death or disability, and in the event of a change of control of the Company occurring on or after November 1, 2011. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2013, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/10 and 9/30/13, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/1/2013 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company. 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/10/10. An additional 5% will vest and convert into shares of ENR Common Stock in November, 2010, only if CAGR in earnings per share equals or exceeds 8% for the period between 9/30/07 and 9/30/10; that percentage will be 15% if CAGR for the period equals or exceeds 9%, and 25% if CAGR for the period equals or exceeds 10%. The remaining 50% of RSE granted will vest in its entirety and convert into shares of ENR Common Stock only if CAGR for the period equals or exceeds 15% (with incremental vesting between 11% and 15%). All RSE will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change in control, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited. 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2012, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/09 and 9/30/12, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/12/2012 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company. Restricted stock equivalents convert into shares of Energizer Common Stock three years from the date of grant unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeiture if Reporting Person terminates employment within three years of grant. Restricted Stock Equivalents convert into shares of Energizer Holdings, Inc. common stock - 25% on 1/14/06, 25% on 1/14/07, 25% on 1/14/08 and 25% on 1/14/09. Equivalents are subject to forfeiture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55. Restricted Stock Equivalents convert into shares of Energizer Common Stock - 1/3 on 5/19/06, 1/3 on 5/19/09 and 1/3 on 5/19/12, unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55. WARD M. KLEIN 2011-11-04