EX-10.4 5 0005.txt ENERGIZER DEFERRED COMPENSATION PLAN MARCH 30, 2000 March 30, 2000 PERSONAL AND CONFIDENTIAL TO: PARTICIPANTS IN THE ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES The Energizer Holdings, Inc. Deferred Compensation Plan for Key Employees (the "Energizer Plan") provides you the opportunity to defer all or a portion of your Incentive Plan Bonus and/or annual base salary. In general, deferring compensation has the advantage of postponing payment of income tax and allowing any earnings on the deferred amount to accumulate free of tax until distributed. The information contained in this packet has been assembled for two reasons. First, we want to give you the opportunity to defer compensation for the rest of calendar year 2000 into Energizer's Plan. If you do not complete and return the enclosed forms you will not be able to continue Deferrals for calendar year 2000. Second, we want to let you know what will be happening to compensation you previously deferred into the Ralston Purina Deferred Compensation Plan (the "Ralston Plan") as a result of the spin-off of Energizer from Ralston Purina. ACTION NOW This packet contains two forms for you to complete and return to Compensation Resource Group, the company that administers the Energizer Plan, so that they are RECEIVED ON OR BEFORE APRIL 21,2000. - "2000 Election Form" - "Beneficiary Designation Form" Each of these forms will be described in more detail below. Please return both forms -- whether or not you make a Deferral - to Compensation Resource Group (CRG) either by fax or mail (in the enclosed pre-addressed envelope), so that they are RECEIVED NO LATER THAN APRIL 21, 2000. DEFERRAL OF COMPENSATION FOR THE REMAINDER OF CALENDAR YEAR 2000 2000 ELECTION FORM - Your December, 1999 Deferral election under the Ralston -------------------- Plan will be govern deferral of your First Half Fiscal Year 2000 Incentive Bonus and your base annual salary through March 31, 2000. This "2000 Election Form" controls any Deferral of your Second Half Fiscal Year 2000 Incentive Bonus and any Deferral of your base annual salary from May 1, 2000 through the end of calendar year 2000. If CRG does not receive your completed "2000 Election Form" by the April 21, 2000 deadline, you cannot defer any compensation for the remainder of calendar year 2000. BENEFICIARY DESIGNATION FORM - Your beneficiary designation under the Ralston ------------------------------ Plan will not be carried over to the Energizer Plan. This form will make that selection now. If you do not complete and return this form, you can select a Beneficiary at any time. However, in the event of your death prior to completing your "Beneficiary Designation Form", payments under the Energizer Plan will be made to your estate. GENERAL INFORMATION ABOUT THE ENERGIZER PLAN ------------------------------------------------- The Energizer Plan carries over several features from the Ralston Plan: The ability to DEFER UP TO 75% OF YOUR ANNUAL BASE SALARY. INTERMEDIATE-TERM DEFERRAL OPTIONS that allow you to defer compensation for periods as short as three years to help meet shorter-term financial needs such as funding a child's college education or financing a future home purchase. Payment distribution options that provide 5 or 10 year ANNUAL INSTALLMENT PAYMENTS if you have a balance in your account of at least $50,000 when you leave Energizer's employment. The opportunity to transfer existing account balances, except for Company matching contributions, to eleven possible options: NINE INVESTMENTS FUNDS which mirror the returns of the Vanguard mutual funds that are available under the Energizer Savings Investment Plan, a Prime Rate Fund, and the Energizer Common Stock Fund. Incentive Plan Bonus Deferrals into the Energizer Common Stock Fund will continue to receive A 25% COMPANY MATCH. Transaction flexibility including DAILY INVESTMENT REALLOCATIONS, interactive voice response system, Internet access to account balance information, and quarterly account statements. Plan Administration by Compensation Resource Group (CRG) However, unlike the Ralston Plan, Company matching contributions under the Energizer Plan now will VEST after thirty-six (36) months, rather than upon attainment of age fifty (50). Retirement, death or Disability also will continue to accelerate vesting. YOUR MARCH 31, 2000 ACCOUNT BALANCE UNDER THE RALSTON PLAN Your prior account balance in the Ralston Plan, including any Incentive Plan Bonus or Annual Salary Deferrals through March 31, 2000, will be fully vested and transferred to your account in the Energizer Plan. All Company matching contributions associated with these Deferrals also will be fully vested and transferred to your Energizer Plan account. Your Ralston Plan account balance when transferred to the Energizer Plan will mirror the funds in which your Ralston Plan account balance is currently invested, except that your account balance credited to the Ralston Common Stock fund will be converted to the Energizer Common Stock fund. There will be a 6-week freeze on participant activity in order to allow CRG to establish each participant's account in the Energizer Plan. Since your account under the Ralston Plan will be fully vested in the Energizer Plan, once the administrative freeze lifts, you can choose to move any of these vested monies into other Measurement Funds by contacting CRG. Any First Half Fiscal Year 2000 Incentive Bonus Plan payment which you deferred will be governed by the Deferral election you submitted in December, 1999. However, the portion of your First Half Fiscal Year 2000 Incentive Bonus which you allocated to the Ralston Common Stock Fund in December of 1999 will automatically be allocated to Energizer Common Stock Fund. Since these Deferrals, including any associated matching contribution by the Energizer, also will be vested as part of the spin-off, you may move these funds to other Measurement Funds, if you choose once the administrative freeze is lifted. IMPORTANT DATES APRIL 1, 2000 begins the freeze on participant activity so that CRG can set up the Energizer Plan. During this time participants cannot move money in their Account between Measurement Funds. APRIL 21, 2000 is the deadline for CRG to receive your "2000 Election Form" and your "Beneficiary Designation Form" either by fax or mail. MAY 15, 2000 is when we currently estimate that the freeze will be lifted by CRG and participants may begin accessing their Accounts again and reallocating Account investments. The attached Questions and Answers will give you more information about the Plan, and a plan document will be forwarded to you in the near future. Please review the enclosed information carefully; then, using the enclosed pre-addressed envelope, return both forms -- whether or not you make a Deferral - TO COMPENSATION RESOURCE GROUP (CRG) EITHER BY FAX OR MAIL SO THAT THEY ARE RECEIVED NO LATER THAN APRIL 21, 2000. If you have any questions concerning this information, please contact Compensation Resource Group at 1-800-405-0911 or Stacy Wegmann at 314-982-1979. Geraldine S. Auger Director, Organizational Development and Compensation Energizer Holdings, Inc. Telephone 314-982-1215 Enclosures ENERGIZER HOLDINGS, INC. Deferred Compensation Plan 2000 Election Form -------------------------------------------------------------------------------- -------------------------------------------------- ------------------------ Participant Name (Last, First, Middle Initial) Social Security Number I have been offered an opportunity to participate in the Energizer Holdings, Inc., Deferred Compensation Plan (the "Plan"). I hereby elect to participate in the Plan and irrevocably authorize the Company to deduct from my compensation the amounts specified below: DEFERRAL ELECTION PLEASE COMPLETE THE DEFERRALELECTION BELOW. YOU MUST DEFER A TOTAL OF AT LEAST $1,000 TO PARTICIPATE IN THE PLAN. ================================================================================ BASE SALARY I elect to defer _______% of my calendar 2000 Base Salary starting with the May payroll following my enrollment (maximum deferral is 75%). ================================================================================ INCENTIVE PLAN BONUS I elect to defer _______%, OR all up to $_______, OR defer all in excess of $_______ of my Second Half Fiscal Year 2000 Incentive Plan Bonus. ================================================================================ NON-PARTICIPATION I elect not to defer calendar 2000 Base Salary or Second Half Fiscal Year Incentive Plan Bonus. ================================================================================ CALENDAR 2000 BASE SALARY INVESTMENT ELECTION (PLEASE SELECT IN WHOLE PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%) ================================================================================ I elect to invest my calendar 2000 Base Salary deferrals in the following Measurement Funds: ================================================================================
CALENDAR 2000 BASE SALARY INVESTMENT ELECTION (PLEASE SELECT IN WHOLE PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%) =========================================================================================================== I elect to invest my calendar 2000 Base Salary deferrals in the following Measurement Funds: Energizer Holdings, Inc. Common Stock Vanguard International Growth Fund ____% Prime Rate Fund ____% Vanguard Life Strategy Income Fund ____% Vanguard Wellington Fund ____% Vanguard Life Strategy Conservative Growth Fund ____% Vanguard 500 Index ____% Vanguard Life Strategy Moderate Growth Fund ____% Vanguard Windsor II Fund ____% Vanguard Life Strategy Growth Fund ____% Vanguard Small-Cap Index ____% ===========================================================================================================
SECOND HALF FISCAL YEAR 2000 INCENTIVE PLAN BONUS INVESTMENT ELECTION (PLEASE SELECT IN WHOLE PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%) ========================================================================================================== I elect to invest my Second Half Fiscal Year 2000 Incentive Plan Bonus deferrals in the following Measurement Funds: Energizer Holdings, Inc. Common Stock ____% Prime Rate Fund ____% Vanguard International Growth Fund ____% Vanguard Wellington Fund ____% Vanguard Life Strategy Income Fund Vanguard 500 Index ____% Vanguard Life Strategy Conservative Growth Fund ____% Vanguard Windsor II Fund ____% Vanguard Life Strategy Moderate Growth Fund ____% Vanguard Small-Cap Index ____% Vanguard Life Strategy Growth Fund ========================================================================================================== (OVER)
ELECTION OF DATE AND FORM OF PAYMENT FOR 2000 DEFERRALS (PLEASE SELECT A DATE AND FORM OF PAYMENT) ================================================================================ I elect to receive _______% of my calendar 2000 Base Salary Deferrals and/or my Second Half Fiscal Year 2000 Incentive Plan Bonus Deferrals and the associated earnings, on ___________________(cannot be sooner than January 1, 2004). I understand that if my employment terminates for any reason prior to the date I elected above, my benefit will be paid to me upon my termination of employment. I elect to receive my calendar 2000 Base Salary Deferrals and/or my Second Half Fiscal Year 2000 Incentive Plan Bonus Deferrals upon the termination of my employment for any reason. ================================================================================ Upon termination of my employment for any reason, I elect to receive payment of my entire Account Balance in the following form (check one below): ________ Lump Sum ________ 5 Annual Payments ________ 10 Annual Payments I understand that if my vested account balance is less than $50,000 my account will be paid to me in a lump sum. ================================================================================ ACCEPTED AND ACKNOWLEDGED: Signature of Participant Date For Energizer Plans Administrative Committee Date MAIL OR FAX ON OR BEFORE APRIL 21, 2000 TO: COMPENSATION RESOURCE GROUP ATTN: LAURA POPE 633 WEST FIFTH STREET, 52ND FLOOR LOS ANGELES, CA 90071 FAX (213) 438-6600