8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: January 25, 2005

 

ENERGIZER HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

MISSOURI	1-15401	No. 43-1863181
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

533 MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO 63141

(Address of Principal Executive Offices) (Zip Code)

(314) 985-2000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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 25, 2005, the Board of Directors of the Company met and considered compensation issues with respect to two newly elected Directors and a Committee chairman, and approved agreements with the Company’s retiring Chief Executive Officer.

I.  At the January 25, 2005 meeting, in accordance with its Director Compensation Program, the Board granted a Non-Qualified Stock Option Agreement to each of the Directors listed on the exhibit to this filing. The material terms of the Non-Qualified Stock Option Agreement are as follows:

Option PriceNew York Stock Exchange - Composite Transactions closing price on date of grant.

TermTen years from date of grant.

Exercise Award will become exercisable at a rate of 20% per year on the grant anniversary dates in 2006, 2007, 2008, 2009 and 2010. 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:

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;

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.

AccelerationThe entire portion of the recipient’s Award will become exercisable upon:

a.Death;

b.Declaration of total and permanent disability;

c.Termination of service on the Board, other than for reasons related to a forfeiture event;

d.Change of control of Energizer Holdings, Inc.

ForfeitureAny portion of the recipient’s Award that is not exercisable will be forfeited upon:

a. the recipient’s involuntary termination of service on the Board for cause;

b. a determination by the Committee that the recipient engaged in competition with the Company; or

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,

II.  At the January 25, 2005 meeting, in accordance with its Director Compensation Program, the Board granted an Indemnification Agreement to each of the Directors listed on the exhibit to this filing. The material terms of the Indemnification Agreement are as follows:

Extent of Indemnification

The Company will indemnify non-employee directors to the fullest extent permitted by Missouri law, including any expenses (including attorneys’ fees), judgments, fines and settlement payments incurred in connection with actions, lawsuits or other proceedings brought against those individuals as a result of their service to the Company.

Restrictions on Indemnification

Indemnification, however, will not be paid in the event:

·   the individual is fully reimbursed by insurance coverage maintained by the Company;

·   it is finally judicially determined that remuneration paid to the individual was in violation of law, or that indemnification of the individual is unlawful;

·   the action relates to short-swing profits under Section 16 of the Securities Exchange Act of 1934; or

·   the individual’s conduct is finally judicially determined to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Term

The right to indemnification under the Agreement continues for as long as the individual could be subjected to any potential claim regarding his service to the Company.

Advancement of Expenses; Reimbursement

The Company may assume the defense of the individual, at its expense, or, if there is a potential conflict between the interests of the Company and the individual, the Company shall advance the expenses of the defense to the individual, and the individual shall retain his own counsel. The individual will reimburse the Company for any expenses advanced or paid in his defense if it is ultimately judicially determined that the individual was not entitled to indemnification.

The form of the Indemnification Agreement is attached to this filing as Exhibit 10.2.

III.At the same meeting, the Board approved the terms of a Separation Agreement and General Release, and a Non-Competition and Non-Disclosure Agreement, with J. Patrick Mulcahy, the retiring Chief Executive Officer of the Company. In light of Mr. Mulcahy’s continuing responsibilities as Vice Chairman of the Board and Chairman of its Finance and Oversight Committee, he will be provided use of an office and computer at Company headquarters, as well as a cellphone. The material terms of the Non-Competition and Non-Disclosure Agreement are as follows:

Non-Competition

For a period of five (5) years after termination of employment -- i.e., from January 25, 2005 through January 25, 2010, Mr. Mulcahy may not compete against Energizer in any of the following business activities: all aspects of manufacturing, marketing, distributing, consulting with regard to, and/or operating a facility for the manufacturing, processing, marketing, or distribution of batteries, lighting products, rechargeable batteries, related battery and lighting products, and wet-shave products. For purposes of the Agreement, to “compete” means to accept or begin employment with, advise, finance, own (partially or in whole), consult with, or accept an assignment through an employer with any third party world wide in a position involving or relating to any Energizer business.

The Agreement, however, does not preclude Mr. Mulcahy from buying or selling shares of stock in any company that is publicly listed and traded in any stock exchange or over-the-counter market.

Non-Solicitation

For the duration of the five-year period, Mr. Mulcahy may not induce or attempt to induce any employee of Energizer to leave the employ of Energizer or induce or attempt to induce any customer, supplier, distributor, broker, or other business relation of Energizer to cease doing business with Energizer.

Non-Disclosure

Mr. Mulcahy will not disclose to any unauthorized persons or use for his own account any information, observations and data relating to the formulation, processing, manufacturing, sale and marketing of Energizer’s batteries, battery related products, and wet-shave products obtained by him during the course of his employment.

Consideration

Mr. Mulcahy will receive a grant of 10,000 restricted Common Stock equivalents effective as of his retirement as Chief Executive Officer, as consideration for Mr. Mulcahy’s covenant not to compete with the Company for a five-year period following his retirement.

Vesting; Payment

Subject to the conditions stated below, all of the restricted stock equivalents granted will vest January 25, 2010. Upon vesting, the vested equivalents will convert into shares of Common Stock, which will then be issued to Mr. Mulcahy. The shares issued will be free of any restrictions on transfer or pledge.

At the time of payment, Mr. Mulcahy will also receive an additional cash payment equal to the amount of dividends, if any, which would have been paid on the shares of Common Stock issued to him if he had acquired those shares on the date or dates of crediting of his restricted stock equivalents.

Forfeiture

The unvested restricted stock equivalents credited to Mr. Mulcahy will be forfeited upon the Board’s determination that Mr. Mulcahy has violated the terms of the Agreement.

Acceleration 

All restricted stock equivalents credited to Mr. Mulcahy will immediately vest, convert into shares of Common Stock and become payable, in the event of (i) death; (ii) declaration of total and permanent disability; or (iii) change of control of the Company.

Other

Award will be issued under, and will be subject to the terms of, the Company’s 2000 Incentive Stock Plan. The terms of the Award will be subject to adjustment as described in the Plan, and will be subject to other conditions set forth in the Plan, such as those pertaining to transferability and beneficiary designation.

Mr. Mulcahy will have no rights as a shareholder with respect to restricted stock equivalent units awarded to him, prior to their conversion into shares of Common Stock.

A “change of control” of the Company shall be deemed to occur when (i) a person, as defined under the U.S. securities laws, 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 (or a successor corporation to the Company).

The material terms of the Separation Agreement and General Release with Mr. Mulcahy are as follows:

2004 Executive Bonus Program - 2005 Contingent Bonus

In exchange for a comprehensive release of any and all claims he may have against the Company, Mr. Mulcahy will receive his contingent bonus opportunity to which he would have been entitled under the 2004 Executive Bonus Program had he remained an employee of the Company through 2005. He will, however, only receive the contingent bonus if the Company achieves the required financial targets for 2005, consistent with the program.

2005 Executive Bonus Program - Prorated Annual Bonus

In addition, Mr. Mulcahy will receive a pro rated portion of any 2005 bonus to which he would have been entitled under the 2005 Executive Bonus Program had he remained an employee of the Company through 2005, based on his actual months of service as an employee during the 2004-05 fiscal year -- i.e., October 2004 through January 2005.

Recalculation of Energizer Holdings, Inc. Supplemental Executive Retirement Plan Benefit

As soon as administratively feasible after Mr. Mulcahy’s receipt of the contingent bonus under the 2004 Program referenced above, if any, Mr. Mulcahy’s pension benefit under the Energizer Holdings, Inc. Supplemental Executive Retirement Plan (“SERP”) will be recalculated to include such contingent bonus (but not his 2005 prorated bonus) in his 2004 earnings for benefit calculation purposes. As soon as administratively feasible, Mr. Mulcahy’s recalculated SERP benefit will be paid to him on a prospective basis.

The Non-Competition and Non-Disclosure Agreement with Mr. Mulcahy is attached to this filing as Exhibit 10.3, and the Separation Agreement and General Release with him is attached to this filing as Exhibit 10.4.

IV.  The Board of Directors of the Company, at its January 25, 2005, also determined that the Chairman of the newly created Finance and Oversight Committee of the Board would receive an additional $10,000 per year retainer, as do the Chairmen of the other Board Committees and the Chairman of the Board.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

As previously announced, Dr. William Danforth retired as a member of the Company’s Board of Directors as of the Company’s Annual Meeting of Shareholders on January 25, 2005, and J. Patrick Mulcahy retired as Chief Executive Officer of the Company as of that date, although he will remain on the Board of Directors. At the Annual Meeting, shareholders elected three new directors to the Board: Messrs. Bill G. Armstrong, John C. Hunter, and Ward M. Klein. Mr. Ward M. Klein became Chief Executive Officer of the Company upon the retirement of J. Patrick Mulcahy. Mr. Klein has served as President and Chief Operating Officer since January, 2004. Prior to that time, he served as President, International from 2002 to 2004, as President and Chief Operating Officer - Asia Pacific and PanAm fro m 2000 to 2002, as Vice President - Asia Pacific for Energizer from March to September, 2000, as Vice President and Area Chairman, Asia Pacific, Africa and Middle East for battery operations of Ralston Purina Company from 1998 to 2000, as Area Chairman, Latin America from 1996-98, as Vice President, General Manager Global Lighting Products, 1994-96 and as Vice President of Marketing, 1992-94. His age is 49, and he also serves as a director of AmerUs Group Co.

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 27, 2005

EXHIBIT INDEX

Exhibit No.

10.1 Form of Non-Qualified Stock Option Agreement.

10.2 Form of Indemnification Agreement.

10.3 Non-Competition and Non-Disclosure Agreement.

10.4 Separation Agreement and General Release.

EX-10.1

Exhibit 10.1

NON-QUALIFIED STOCK OPTION

ENERGIZER HOLDINGS, INC. (the "Company"), effective January 25, 2005, grants this Non-Qualified Stock Option to __________ ("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 the total shares on January 25 in each of the years 2006, 2007, 2008, 2009 and 2010. This Option remains exercisable through January 24, 2015 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 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 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 January 24, 2015:

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.

4. Forfeiture. This Option is subject to forfeiture for the reasons set 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 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 Directo rs of the Company of any successor to the Company.

6. Severability. The invalidity or unenforceability of any provision hereof 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.

____________________________

OptioneeBy:_________________________

____________________________       Ward M. Klein

Date Chief Executive Officer

Granted to Mr. Armstrong and Mr. Hunter

EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT (the "Agreement") made this 25th day of January, 2005, between ENERGIZER HOLDINGS, INC., a Missouri corporation (the "Company") and ____________ ("Director").

WHEREAS, Director is a member of the Board of Directors of the Company, and in such capacity is performing a valuable service for Company; and

WHEREAS, the Company's Articles of Incorporation (the "Articles") permit the indemnification of directors, officers, employees and certain agents of the Company, and indemnification is also authorized by Section 351.355 of the Missouri Revised Statutes 1978, as amended to date (the "Indemnification Statute"); and

WHEREAS, the Articles and the Indemnification Statute permit full indemnification of officers absent knowingly fraudulent, deliberately dishonest or willful misconduct; and

WHEREAS, in order to induce Director to continue to serve as a member of the Board of Directors of the Company, Company has determined and agreed to enter into this contract with Director;

NOW THEREFORE, in consideration of Director’s continued service as a member of the Board of Directors after the date hereof, the Company and Director agree as follows

1. Indemnity of Director. Company hereby agrees to hold harmless and indemnify Director to the full extent authorized or permitted by the provisions of the Indemnification Statute, or by any amendment thereof, or by any other statutory provision authorizing or permitting such indemnification which is adopted after the date hereof.

2. Additional Indemnity. Subject to the exclusions set forth in Section 3 hereof, Company further agrees to hold harmless and indemnify Director against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by Director in connection with any threatened, pending or completed action, claim, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time (whether before or after the date of this Agreement) becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

3. Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by Company:

(a) Except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Director is indemnified pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company;

(b) In respect to remuneration paid to Director if it shall be finally judicially adjudged that such remuneration was in violation of law;

(c) On account of any suit in which a judgment is rendered against Officer for an accounting of profits made from the purchase or sale by Director of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended or similar provisions of any state or local statutory law;

(d) On account of Director’s conduct which is finally judicially adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct;

(e) If it shall be finally judicially adjudged that such indemnification is not lawful.

Reference in this Agreement to a matter being “finally judicially adjudged” shall mean that there shall have been a final decision by a court having jurisdiction in the matter, all appeals having been denied or not have been taken and the time therefore to have expired.

4. Continuation of Indemnity. All agreements and obligations of Company contained herein shall continue during the period Director is a member of the Board of Directors of Company and shall continue thereafter so long as Director shall be subject to any possible or threatened, pending or completed action or claim, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Director was a member of the Board of Directors of the Company or was serving in any other capacity referred to herein.

5. Notification and Defense of Claim. Promptly after receipt by Director of notice of the commencement of any action, claim, suit or proceeding against him by reason of his status as a Director of the Company or any other capacity referenced herein, Director will notify Company of the commencement thereof; provided, however, that the omission to so notify Company will not relieve Company from any liability which it may have to Director under this Agreement unless and only to the extent that Company's rights are actually prejudiced by such failure. With respect to any such action, claim, suit o r proceeding as to which Director notifies Company of the commencement thereof:

(a) Company will be entitled to participate therein at its own expense; and,

(b) Except as otherwise provided below, to the extent that it may wish, Company jointly with any other party will be entitled to assume the defense thereof, with counsel satisfactory to Director. After notice from Company to Director of its election to so assume the defense thereof, Company will not be liable to Director under this Agreement for any legal or other expenses subsequently incurred by Director in connection with the defense thereof unless Director shall have reasonably concluded that there may be a conflict of interest between Company and Director in the conduct of the defense of such action, in which case, Company shall not be entitled to assume the defense o f any action, claim, suit or proceeding brought by or on behalf of Company;

(c) Company shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Director without Director’s written consent. Neither Company nor Director will unreasonably withhold their consent to any proposed settlement.

6. Advancement and Repayment of Expenses.

(a) To the extent that the Company assumes the defense of any action, claim, suit or proceeding against Director, Director agrees that he will reimburse Company for all reasonable expenses paid by Company in defending any such action, claim, suit or proceeding against Director in the event and only to the extent that it shall be finally judicially adjudged that Director is not entitled to be indemnified by Company for such expenses under the provisions of the Indemnification Statute, the Articles, this Agreement or otherwise.

(b) To the extent that the Company does not assume the defense of any action, claim, suit or proceeding against Director, Company shall advance to Director all reasonable expenses, including all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with defending, preparing to defend or investigating any civil or criminal action, suit or proceeding, within twenty days after the receipt by Company of a statement or statements f rom Director requesting such advance or advances, whether prior to or after final disposition of such action, suit or proceeding. Such statement or statements shall reasonably evidence the expenses incurred by Director and shall include or be preceded or accompanied by an undertaking by or on behalf of Director to repay all of such expenses advanced if it shall be finally judicially adjudged that Director is not entitled to be indemnified against such expenses. Any advances and undertakings to repay pursuant to this paragraph shall be unsecured and interest free.

7. Enforcement.

(a) Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on Company hereby in order to induce Director to continue to serve as a member of the Board of Directors of Company, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.

(b) In the event Director is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, Company shall reimburse Director for all of Director’s reasonable fees and expenses in bringing and pursuing such action.

8. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

9. Governing Law; Binding Effect; Amendment and Termination.

(a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Missouri.

(b) This Agreement shall be binding upon Director and upon Company, its successors and assigns, and shall inure to the benefit of Director, his heirs, personal representatives and assigns, and to the benefit of Company, its successors and assigns.

(c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless signed in writing by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

DIRECTOR   ENERGIZER HOLDINGS, INC.

By:______________________ By:_____________________________

Granted to Mr. Armstrong and Mr. Hunter

EX-10.3

Exhibit 10.3

NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is made as of the ___ day of __________________, 2005, by and between ENERGIZER HOLDINGS, INC., (hereinafter referred to as “ENERGIZER” and as defined in Paragraph 11) and J. PATRICK MULCAHY (hereinafter referred to as “MR. MULCAHY”).

WHEREAS, MR. MULCAHY is an employee of ENERGIZER in a key leadership and strategic position;

WHEREAS, ENERGIZER and MR. MULCAHY acknowledge that, in MR. MULCAHY’s capacity as an employee of ENERGIZER, MR. MULCAHY did contribute to and/or receive Confidential Information, and MR. MULCAHY acknowledges that ENERGIZER will suffer irreparable harm if MR. MULCAHY, after having developed and/or created and/or becoming familiar with any such Confidential Information, makes any unauthorized disclosure or communication of such Confidential Information to any third party or makes any use of such Confidential Information wrongfully or in competition with ENERGIZER;

WHEREAS, MR. MULCAHY has indicated his interest in retiring; and

WHEREAS, ENERGIZER desires to receive from MR. MULCAHY a covenant not to engage (either directly or indirectly) in competition with, or to solicit any client or account of, ENERGIZER; and

WHEREAS, ENERGIZER desires to receive from MR. MULCAHY a covenant not to disclose certain information relating to ENERGIZER’s business; and

WHEREAS, ENERGIZER and MR. MULCAHY desire to confirm the terms and conditions of their agreements and understandings.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the parties hereto agree as follows:

1.Covenants Not to Compete or Disclose. MR. MULCAHY acknowledges that the services rendered to ENERGIZER in the aforesaid capacity are of a special character which have a unique value to ENERGIZER, the loss of which cannot be adequately compensated by damages in an action of law. MR. MULCAHY agrees that by virtue of his employment, he has gained a special and unique understanding of ENERGIZER’s business in the formulation, processing, manufacturing, sale, and marketing of ENERGIZER’s battery and battery related products and ENERGIZER’s wet-shave products, as well as other products formulated, processed, manufactured, sold, or marketed by ENERGIZER during the tenure of MR. MULCAHY’s employment. MR. MULCAHY at a ll times recognizes and respects the advantageous business relationship which exists between ENERGIZER and present and potential customers who have been made aware of the products and services of ENERGIZER. MR. MULCAHY makes the covenants contained in this Agreement in view of (i) the unique value of the services of MR. MULCAHY for which ENERGIZER has employed MR. MULCAHY; (ii) the Confidential Information obtained by or disclosed to MR. MULCAHY as an employee of ENERGIZER; and (iii) ENERGIZER’s agreement to provide MR. MULCAHY with consideration as provided herein.

2. Non-Competition.  

a. MR. MULCAHY agrees that for a period of five (5) years after termination of MR. MULCAHY’s employment -- i.e., from January 25, 2005 through January 25, 2010 -- (“the Non-Compete Period”), MR. MULCAHY will not compete against ENERGIZER in ENERGIZER business.

b. For purposes of this Agreement, “ENERGIZER business” shall mean any of the following business activities: all aspects of manufacturing, marketing, distributing, consulting with regard to, and/or operating a facility for the manufacturing, processing, marketing, or distribution of batteries, lighting products, rechargeable batteries, related battery and lighting products, and wet-shave products. “ENERGIZER business” includes products and/or methods that presently are used, were used, or are under development or consideration, whether or not completed, for use by ENERGIZER as of the date MR. MULCAHY’s employment terminates.

c. For purposes of this Agreement, to “compete” means to accept or begin employment with, advise, finance, own (partially or in whole), consult with, or accept an assignment through an employer with any third party world wide in a position involving or relating to ENERGIZER business.

d. This Agreement does not preclude MR. MULCAHY from buying or selling shares of stock in any company that is publicly listed and traded in any stock exchange or over-the-counter market. Provided, however, that MR. MULCAHY may not use Confidential Information to engage in, or induce others to engage in, insider trading as prohibited by federal and state securities laws.

MR. MULCAHY acknowledges and agrees that the foregoing restrictions are reasonable and necessary for the protection of the goodwill and business of ENERGIZER and are enforceable in view of, among other things; (i) the narrow range of activities prohibited, (ii) the national and international markets in which ENERGIZER operates, (iii) the Confidential Information to which MR. MULCAHY had access during his employment, and (iv) MR. MULCAHY’s background and qualifications are such that the restrictions will not impose an undue hardship on MR. MULCAHY nor unreasonably interfere with MR. MULCAHY’s ability to earn a livelihood. The parties hereby acknowledge that the nature of the business conducted by ENERGIZER and the position of ENERGIZER in the battery and wet-shave industry mandate the foregoing non-competition restriction for a subs tantial duration in order to protect and preserve the competitive advantage and goodwill of ENERGIZER.

3. Non-Solicitation. For the duration of the Non-Compete Period, MR. MULCAHY shall not (i) induce or attempt to induce any employee of ENERGIZER to leave the employ of ENERGIZER or in any way interfere with the relationship between ENERGIZER and its employees or (ii) induce or attempt to induce any customer, supplier, distributor, broker, or other business relation of ENERGIZER to cease doing business with ENERGIZER, or in any way interfere with the relationship between any customer, supplier, distributor, broker or other business rela tion and ENERGIZER.

4. Confidentiality of Information.

MR. MULCAHY acknowledges that the information, observations and data relating to the formulation, processing, manufacturing, sale and marketing of ENERGIZER's batteries, battery related products, and wet-shave products obtained by MR. MULCAHY during the course of MR. MULCAHY’s employment with ENERGIZER (the "Confidential Information") are confidential and the exclusive property of ENERGIZER. MR. MULCAHY agrees that he will not disclose to any unauthorized persons or use for MR. MULCAHY’s own account or for the benefit of any third party (other than ENERGIZER) any of such Confidential Information without ENERGIZER’s prior written consent, unless and to the extent that such Confidential Information becomes generally known to, and available for use by, the public other than as a result of MR. MULCAHY’s acts or failure to act.

For purposes of this Agreement, “Confidential Information” means all information with respect to the conduct or details of the business and operations of ENERGIZER, including but not limited to current and planned information systems; the names, addresses or particular desires or needs of its customers; the bounds of its markets; the prices charged for its services or products; its market share; marketing strategies and promotional efforts in any market; product development, manufacturing processes, and research and development projects; formulas, inventions and compilations of information, records or specifications; future product or market developments, financial information, information regarding suppliers, and costs of raw materials and other supplies; financing programs, overhead distribution and other expenses; conversion costs; contemplated, pending, or completed acquisitions; or personnel. MR. MULCAHY understands and agrees that such “Confidential Information” is important, material and confidential, and that disclosure would gravely affect the successful conduct of ENERGIZER’s businesses. The obligation to protect Confidential Information is on-going and does not expire upon the termination of the parties’ contractual relationship.

5. Specific Performance. MR. MULCAHY acknowledges that irreparable injury will be caused to ENERGIZER by any breach or threatened breach of any of the provisions of paragraphs 2 through 4 and MR. MULCAHY therefore agrees that, in the event of any breach or threatened breach, ENERGIZER, in addition to all of the rights and remedies at law or in equity as may exist in its favor, shall have the right, in a court of law or equity having jurisdiction, to enforce the specific performance of the foregoing provisions. In the event of an action in a court of law or equity to enforce any provision of this Agreement, MR. MULCAHY shall be responsible for all expenses incurred by ENERGIZ ER in connection therewith, including, but not limited to, ENERGIZER’s reasonable attorney’s fees and costs.

6. Reasonableness of Restrictions. MR. MULCAHY has carefully read and considered the provisions of paragraphs 2, 3, and 4 hereof, and having done so, agrees that the restrictions set forth in such paragraphs (including, but not limited to, the time period of the restriction set forth in paragraph 2 hereof) are fair and reasonable and required for the protection of the interests of ENERGIZER, its officers, directors, and other employees.

7. Waiver. The failure by ENERGIZER to enforce at any time any of the provisions hereof or to require at any time performance by MR. MULCAHY of any provisions hereof, shall in no way be construed to be a release of MR. MULCAHY or waiver of such provisions or to affect the validity of this Agreement or any part hereof, or the right of ENERGIZER thereafter to enforce every such provision in accordance with the terms of this Agreement.

8. Savings and Severability Clause.

(a)Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law or to be contrary to law, and whenever there is any conflict between any provision of this Agreement and any present or future statute, law, government regulation or ordinance contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the provisions of this Agreement affected shall be curtailed and restricted only to the extent necessary to bring them within legal requirements.

(b) If any provision of the covenants and agreements hereof above shall be held invalid or unenforceable because of the scope of the territory or the actions thereby restricted, or the period of time within which such covenant or agreement is operative, or for any other reason, it is the intent of the parties hereto that such provision shall be construed by limiting and reducing it, or, if necessary eliminating it so that the provisions hereof shall be valid and enforceable to the extent compatible with applicable law as determined by a court of competent jurisdiction.

9. Burden and Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their legal representatives, successors, and permitted assigns.

10. Governing Law. All questions pertaining to the validity, construction, execution, and performance of this Agreement shall be construed in accordance with, and be governed by, the laws of the State of Missouri, without giving effect to the choice of law principles thereof.

11. Energizer Defined. For purposes of this Agreement, the term “ENERGIZER” as used herein shall include Energizer Holdings, Inc., Eveready Battery Company, Inc., Schick Manufacturing, Inc., all subsidiary and affiliated companies, predecessors, and successors of the aforementioned, and all officers, directors, agents, and employees of any of the aforementioned.

12. Restricted Stock Equivalent Award

(a) Grant. In exchange for signing this Agreement, MR. MULCAHY will receive a grant of 10,000 restricted common stock equivalents (“Equivalents”) effective as of his termination date. This grant shall be pursuant to, and subject to the terms of, the Energizer Holdings, Inc. 2000 Incentive Stock Plan (“the Plan”).

(b) Vesting and Payment. All restricted stock granted pursuant to this Agreement will vest January 25, 2010. At such time, each vested Equivalent will convert into one share of ENERGIZER’s $.01 par value Common Stock, which will be issued to MR. MULCAHY.

(c) Dividends. At the time of payment of shares of Common Stock to MR. MULCAHY, as described in (b) above, MR. MULCAHY will also receive an additional cash payment equal to the amount of dividends, if any, which would have been paid on the shares of Common Stock issued to him if MR. MULCAHY had actually acquired those shares on the date of crediting of his Equivalents. No interest shall be included in the calculation of such additional cash payment.

(d) Forfeiture. All unvested unrestricted stock equivalents credited to MR. MULCAHY will be forfeited upon a determination by the Board of Directors of Energizer Holdings, Inc. that MR. MULCAHY has violated any provision of paragraph 2, 3, or 4 hereof.

(e) Acceleration. Notwithstanding anything in (b) above, all Equivalents credited to MR. MULCAHY will immediately vest, convert to shares of Common Stock, and be paid to MR. MULCAHY, his designated beneficiary, or his legal representative, in accordance with the terms of the Plan, in the event of:

(i) MR. MULCAHY’s death;

(ii) a declaration of MR. MULCAHY’s total and permanent disability; or

(iii) a Change of Control of ENERGIZER, which for purposes of this Agreement shall be deemed to occur when (a) a person, as defined under the U.S. securities laws, acquires beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of ENERGIZER; or (b) the directors of ENERGIZER imme diately before a business combination between ENERGIZER 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 Energizer Holdings, Inc. or any successor corporation. Notwithstanding the foregoing, however, a Change of Control which is approved in advance by a majority of the Board of Directors of Energizer Holdings, Inc. shall not trigger acceleration as described in this paragraph 12(e)(iii).

13. Notices. Any notices necessary or required to be given under this Agreement shall be sufficiently given if in writing, and personally delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the last known addresses of the parties hereto, or to such other address or addresses as any of the parties shall have specified in writing to the other party hereto.

14. Consent to Advise Third Parties. MR. MULCAHY agrees ENERGIZER may advise any third party that ENERGIZER deems necessary of the existence of this Agreement and of its terms. MR. MULCAHY agrees that ENERGIZER shall have no liability for so notifying any third party and hereby irrevocably waives any right to assert any such liability in the future.

15. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the matters contained herein, and no modification, amendment, or waiver of any of the provision of this Agreement shall be effective unless in writing and signed by all parties hereto. This Agreement constitutes the only agreement between the parties hereto with respect to the matters herein contained.

16. Modifications. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

17. Effect of MR. MULCAHY’s Signature. By the signing of this Agreement, MR. MULCAHY signifies that MR. MULCAHY has fully read, completely understands, and voluntarily agrees with this Agreement consisting of six (6) pages and seventeen (17) paragraphs and knowingly and voluntarily accepts all of its terms and conditions.

IN WITNESS WHEREOF, ENERGIZER and MR. MULCAHY have duly executed this Agreement as of the date first above written.

ENERGIZER HOLINGS, INC.       J. PATRICK MULCAHY

By: ___________________________    ___________________________

Peter J. Conrad

Vice President

Human Resources

Date:___________________________    Date:______________________

Witness:____________________

Date:______________________

EX-10.4

Exhibit 10.4

SEPARATION AGREEMENT AND GENERAL RELEASE

This is a Separation Agreement and General Release (referred to as "Agreement") entered into this ____ day of ____________, 2005, by and between J. Patrick Mulcahy (referred to as "MR. MULCAHY") and Energizer Holdings, Inc. (referred to as "ENERGIZER" and as defined at Paragraph 12).

WHEREAS, MR. MULCAHY is an employee of ENERGIZER in a key leadership and strategic position; and

WHEREAS, MR. MULCAHY has indicated his interest in retiring; and

WHEREAS, MR. MULCAHY and ENERGIZER are amicably concluding their employment relationship and wish to enter into this Agreement; and

WHEREAS, ENERGIZER’s Board of Directors has approved the terms of the Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and considerations contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. MR. MULCAHY and ENERGIZER agree that at the conclusion of business on January 25, 2005, MR. MULCAHY will resign from employment as Chief Executive Officer with ENERGIZER and will be removed from ENERGIZER’s payroll on January 31, 2005. MR. MULCAHY will continue to satisfactorily perform his duties as ENERGIZER’s Chief Executive Officer through the end of business on January 25, 2005.

2. ENERGIZER agrees:

a. To pay MR. MULCAHY any 2005 contingent bonus to which he would have been entitled under the 2004 Executive Bonus Program had he remained an employee of ENERGIZER through 2005. Such 2005 contingent bonus, if any, will be paid to MR. MULCAHY in November 2005.

  b.  As soon as administratively feasible after MR. MULCAHY’s receipt of any such 2005 contingent bonus, MR. MULCAHY’s pension benefit under the Energizer Holdings, Inc. Supplemental Executive Retirement Plan (“SERP”) will be recalculated to include any such 2005 contingent bonus in MR. MULCAHY’s 2004 earnings for SERP benefit calculation purposes. As soon as administratively feasible, MR. MULCAHY’s recalculated SERP benefit will be paid to him on a prospective basis.

c. During MR. MULCAHY’s period of service on the Board of Directors of Energizer Holdings, Inc., to provide MR. MULCAHY with satisfactory office space, computer and telephone access, and access to administrative support personnel.

3. The promises and payments contained in Paragraph 2, above, are in addition to any wages or other benefits to which MR. MULCAHY already is entitled because of his work for ENERGIZER. MR. MULCAHY agrees to accept the promises and terms in Paragraph 2 above, in consideration for the settlement, waiver and release and discharge of any and all claims or actions against ENERGIZER arising under any federal, state, or local statute, law, or regulation pertaining to employment discrimination on the basis of sex, race, color, religion, creed, national origin, age, mental or physical disability, marital status, veteran’s status , or any other reason established by law, including any claim of actual or constructive wrongful discharge.

4. MR. MULCAHY agrees:

a. To release, settle and forever discharge ENERGIZER, including its agents and employees, from any and all claims, causes of action, rights, demands, debts, or damages of whatever nature, whether or not MR. MULCAHY currently knows of them, which might have arisen from MR. MULCAHY’s employment with and termination from ENERGIZER and which may be brought by MR. MULCAHY or another person or agency on MR. MULCAHY’s behalf. This includes, but is not limited to, all claims of discrimination which MR. MULCAHY may have arising out of any violation of any local, state or federal law, regulation or executive order, including all claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Family Medical Leave Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Rehabilitation Act, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act, as well as any claim, right or cause of action under the Missouri Revised Statutes including, but not limited to, Workers’ Compensation Retaliation § 287.780, the Service Letter Statute § 290.140, the Missouri Human Rights Act § 213.010 et seq., actions at common law, in contract or tort, all claims for last wages, seniority, reinstatement, attorneys’ fees, costs, and act ual compensatory and punitive damages. Provided, however, that MR. MULCAHY shall retain and have specifically excluded from this release any claims he may have against ENERGIZER as identified in paragraph 7 below.

b. Not to file any charge or claim of discrimination against ENERGIZER with any local, state, or federal agency including but not limited to the Missouri Commission on Human Rights, the Equal Employment Opportunity Commission, and any comparable agency.

c. By December 31, 2005, to return to ENERGIZER all memoranda, notes, plans, programs, records, reports, and other documentation (and copies thereof) relating to the business of ENERGIZER which MR. MULCAHY possesses, including, but not limited to, computer hardware, software, data, disks, draft books, memoranda, notes, plans, programs, records, reports, and other documentation (and copies thereof) relating to ENERGIZER, office equipment and supplies, credit cards, cash advances, and, if applicable, any outstanding final expense report.

d. In exchange for a reasonable hourly rate based on MR. MULCAHY’s base monthly salary in 2005, to assist ENERGIZER as requested in preparation for trial, including but not limited to review of records and files, attendance at and review of depositions, attendance at conferences with counsel, attendance at trial and assistance with post trial and appeal.

5. ENERGIZER releases, settles, and forever discharges MR. MULCAHY from any and all claims, causes of action, rights, demands, debts, or damages of whatever nature, whether or not ENERGIZER currently knows of them, which might have arisen from MR. MULCAHY’s actions or omissions within the scope of his duties during his employment with ENERGIZER and which may be brought by ENERGIZER or anyone on ENERGIZER’s behalf. This includes but is not limited to, any claim ENERGIZER might raise under contract or tort law and also includes any claims arising under federal, state, and/or local laws regulating employment.

6. In the event that MR. MULCAHY brings a cause of action or files a charge against ENERGIZER in violation of Paragraph 4 of this Agreement, MR. MULCAHY understands and agrees to place in an escrow account an amount equal to any settlement or separation payment paid to MR. MULCAHY pursuant to this Agreement while said cause of action is in litigation. If a court of competent jurisdiction determines that MR. MULCAHY should not have brought such a cause of action because it is without merit and/or preempted by MR. MULCAHY’s promises in this Agreement, then MR. MULCAHY shall repay to ENERGIZER any settlement or separation payment being held in the escrow account and attorneys fees incurred by ENERGIZER defending its actions and this Agreement, in addition to any other damages the court may deem proper. Further, MR. MULCAHY agrees to waive any legal or equitable claims for monetary compensation or damages incident to any such cause of action or charge.

7. This Agreement shall not affect MR. MULCAHY’s right to raise any claims based on any Social Security, Workers' Compensation, or unemployment compensation laws, or claim for benefits under any employee pension or welfare benefit plan or program of ENERGIZER, now or in the future. Such ENERGIZER employee pension or welfare benefit plans or programs shall include, but not be limited to, the Energizer Holdings, Inc. Retirement Plan, the Energizer Holdings, Inc. Supplemental Executive Retirement Plan, the Energizer Holdings, Inc. Deferred Compensation Plan, the Energizer Holdings, Inc. Savings Investment Plan, the Energi zer Holdings, Inc. Executive Savings Investment Plan, the Energizer Holdings, Inc. Executive Life and Health Plans, retiree benefits under the Energizer Holdings, Inc. Medical Plan, and any grant of options or restricted stock pursuant to the Energizer Holdings, Inc. 2000 Incentive Stock Plan.

8. MR. MULCAHY agrees not to talk about, write about, or otherwise disclose the existence of this Agreement, the terms of this Agreement, or any fact concerning its negotiation, execution, or implementation to any person, firm, or corporation, other than MR. MULCAHY’s spouse, financial advisor, Employee Benefits Plan representative, or attorney, unless MR. MULCAHY is required to do so by federal, state, or local law, or by a court of competent jurisdiction. If MR. MULCAHY discloses the terms of this Agreement to MR. MULCAHY’s spouse, financial advisor or attorney, MR. MULCAHY shall advise that confidentiality is a n essential part of this Agreement and advise each that they are bound by the confidentiality clause.

9. This Agreement is intended to finally and fully conclude the employment relationship between MR. MULCAHY and ENERGIZER and may be amended only by a writing signed by the parties hereto. This Agreement shall not be interpreted as an admission by either MR. MULCAHY or ENERGIZER of any wrongdoing or any violation of federal, state or local law, regulation, or ordinance. ENERGIZER specifically denies that it, or its employees, supervisors, representatives, or agents, has ever committed any wrongdoing whatsoever against MR. MULCAHY.

10. In the event that any provision of the Agreement shall be held to be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions and provisions hereof shall remain in full force and effect, and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable.

11. This Agreement will be governed by the internal law of the State of Missouri and not the law of conflicts. Any lawsuit concerning the rights and obligations created by, or the enforceability of, this Agreement may be brought only in the United States District Court for the Eastern District of Missouri or, in the event such court lacks jurisdiction, in the Missouri State Court in St. Louis County, Missouri. The Parties waive the right to a jury trial in any such lawsuit.

12. For purposes of this Agreement, the term "ENERGIZER" shall include Energizer Holdings, Inc., Eveready Battery Company, Inc., Schick Manufacturing, Inc., all subsidiary and affiliated companies, predecessors, successors, and assigns of the aforementioned, and all past, present, and future officers, directors, agents, representatives, stockholders and employees of any of the foregoing.

13. MR. MULCAHY expressly acknowledges that ENERGIZER has given him at least twenty-one (21) days to consider this Agreement as originally presented and that ENERGIZER also has given him the opportunity to discuss all aspects of this Agreement with an attorney before signing this Agreement. MR. MULCAHY states that he has discussed this Separation Agreement and General Release or, in the alternative, has freely elected to waive any remaining part of the twenty-one (21) days and any further opportunity to discuss this Agreement with an attorney before signing it.

14. MR. MULCAHY may revoke his acceptance within seven (7) days after signing this Agreement. MR. MULCAHY’s notice of revocation must be given to ENERGIZER’s Human Resources Department in writing within seven (7) days after signing this Agreement. If MR. MULCAHY does revoke this Agreement, neither MR. MULCAHY nor ENERGIZER will be required to satisfy any of the terms of this Agreement. If MR. MULCAHY has not revoked his acceptance, within seven (7) days this Agreement's effectiveness will become final.

15. MR. MULCAHY ACKNOWLEDGES HE HAS READ THIS AGREMENT CONSISTING OF FIFTEEN (15) NUMBERED PARAGRAPHS AND FIVE (5) PAGES, THAT THE ONLY CONSIDERATION FOR SIGNING THIS AGREEMENT ARE THE TERMS STATED HEREIN, THAT NO OTHER PROMISE OR AGREEMENT OF ANY KIND HAS BEEN MADE TO HIM BY ANY PERSON OR ENTITY WHATSOEVER TO CAUSE HIM TO SIGN THIS AGREEMENT, THAT HE IS COMPETENT TO EXECUTE THIS AGREEMENT, THAT HE FULLY UNDERSTANDS THE MEANING AND INTENT OF THIS AGREEMENT, THAT HE HAS HAD AN ADEQUATE OPPORTUNITY TO DISCUSS THIS DOCUMENT WITH AN ATTORNEY AND HAS DONE SO OR HAS VOLUNTARILY ELECTED NOT TO DO SO, AND THAT HE IS VOLUNTARILY EXE CUTING IT OF HIS OWN FREE WILL.

J. PATRICK MULCAHY    ENERGIZER HOLDINGS, INC.

____________________________  By:_________________________

Peter J. Conrad

Vice President, Human Resources

Date:________________________  Date:_______________________

Witness:_____________________

Date:________________________