X0306 4 2015-07-08 0 0001096752 EDGEWELL PERSONAL CARE Co EPC 0001182829 KLEIN WARD M C/O EDGEWELL PERSONAL CARE COMPANY 1350 TIMBERLAKE MANOR PARKWAY CHESTERFIELD MO 63017 1 1 0 0 Executive Chairman Restricted Stock Equivalent 11/13/2014 0.00 2015-07-08 4 A 0 44315 0.00 A Common Stock 44315 44315 D Restricted Stock Equivalent 11/06/2013 0.00 2015-07-08 4 A 0 14543 0.00 A Common Stock 14543 14543 D Restricted Stock Equivalent 12/10/2012 0.00 2015-07-08 4 A 0 30435 0.00 A Common Stock 30435 30435 D Restricted Stock Equivalent 10/13/2008 0.00 2015-07-08 4 A 0 28159 0.00 A Common Stock 28159 28159 D Restricted Stock Equivalent 10/10/2007 0.00 2015-07-08 4 A 0 18336 0.00 A Common Stock 18336 18336 D Restricted Stock Equivalent 10/12/2009 0.00 2015-07-08 4 A 0 34176 0.00 A Common Stock 34176 34176 D Restricted Stock Equivalent 05/19/2003 0.00 2015-07-08 4 A 0 26258 0.00 A Common Stock 26258 26258 D Restricted Stock Equivalent 03/26/2001 0.00 2015-07-08 4 A 0 16548 0.00 A Common Stock 16548 16548 D Restricted Stock Equivalent 01/16/2001 0.00 2015-07-08 4 A 0 8964 0.00 A Common Stock 8964 8964 D Restricted Stock Equivalent 12/07/2000 0.00 2015-07-08 4 A 0 6714 0.00 A Common Stock 6714 6714 D Restricted Stock Equivalent 08/25/2000 0.00 2015-07-08 4 A 0 2685 0.00 A Common Stock 2685 2685 D Restricted Stock Equivalent 08/16/2000 0.00 2015-07-08 4 A 0 5371 0.00 A Common Stock 5371 5371 D Restricted Stock Equivalent 01/14/2005 0.00 2015-07-08 4 A 0 29388 0.00 A Common Stock 29388 29388 D Restricted Stock Equivalent 11/06/2013 0.00 2015-07-08 4 A 0 43630 0.00 A Common Stock 43630 43630 D Restricted Stock Equivalent 12/10/2012 0.00 2015-07-08 4 A 0 71014 0.00 A Common Stock 71014 71014 D Phantom Stock Units in Deferred Compensation 0.00 2015-07-08 4 A 0 13265 0.00 A Common Stock 13265 13265 D Phantom Stock Units in Deferred Compensation 0.00 2015-07-08 4 A 0 124201 0.00 A Common Stock 124201 124201 D Restricted Stock Equivalent 07/08/2015 0.00 2015-07-08 4 A 0 2002 0.00 A Common Stock 2002 2002 D Pursuant to the Employee Matters Agreement, by and between Edgewell Personal Care Company ("Edgewell") and Energizer Holdings, Inc. ("Energizer"), dated as of June 25, 2015, to reflect the separation of Energizer from Edgewell by means of a pro rata distribution of 100% of the outstanding shares of Energizer common stock to Edgewell stockholders of record on June 16, 2015 (the "Separation"), each outstanding equity award owned by the Reporting Person was adjusted on July 8, 2015 to maintain the intrinsic value of the award. Restricted stock equivalent award ("RSE") will vest and convert into shares of Edgewell Common Stock on 11/13/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. RSE will vest and convert into shares of Edgewell Common Stock on 11/06/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. RSE will vest and convert into shares of Edgewell Common Stock on 11/05/2015 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. RSE is vested and will convert into shares of Edgewell Common Stock upon Reporting Person's retirement or other termination of service on Edgewell's Board of Directors. Each of the Reporting Person's performance-based RSEs ("PSE") that would otherwise have vested in November 2016 contingent on the achievement of certain performance-based criteria was converted into a time-based vesting award in connection with the Separation and will vest and convert into shares of Edgewell Common Stock in November 2016. RSE will vest and convert into shares of Edgewell Common Stock on the date that Edgewell releases its earnings report for the fiscal year ending on September 30, 2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. PSE will vest and convert into shares of Edgewell Common Stock in November 2015, subject to the achievement of applicable performance criteria, as long as the Reporting Person is still employed with Edgewell. All PSEs will also vest and convert upon the Reporting Person's death. 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. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Edgewell. Restricted stock equivalents convert into shares of Edgewell Common Stock three years from the date of grant unless Reporting Person elects to defer conversion until termination of service on Edgewell's Board of Directors. Equivalents subject to forfeiture if Reporting Person terminates service on the Board within three years of grant. /s/ Jeffrey Gershowitz, Attorney in Fact 2015-07-10