EMPLOYMENT AGREEMENT AND GENERAL RELEASE
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This Employment Agreement and General Release (referred to as "Employment
Agreement") is entered into this ____ day of ________________, 2003, by and
between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, (referred to as "▇▇. ▇▇▇▇▇▇▇▇") and Eveready Battery
Company, Inc. (referred to as "COMPANY" and defined in Paragraph 22) and
Energizer Holdings, Inc.
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇ is an employee of the COMPANY in a key leadership and
strategic position; and
WHEREAS Energizer Holdings, Inc. is the sole shareholder of COMPANY; and
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇ has indicated his interest in retiring; and
WHEREAS, COMPANY would benefit from ▇▇. ▇▇▇▇▇▇▇▇'▇ continued assistance
with its legal affairs for a period of time; and
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇ and COMPANY are amicably limiting and concluding
their employment relationship and wish to enter into this Employment Agreement;
and
WHEREAS the Board of Directors of COMPANY have approved the terms of this
Employment Agreement,
NOW THEREFORE, in consideration of the mutual promises contained in this
Employment Agreement, the parties agree as follows:
1. Employment Terms, subject to Paragraphs 4, 5 and 6 below:
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a. ▇▇. ▇▇▇▇▇▇▇▇ shall continue satisfactorily to perform his duties as
Vice President and General Counsel for Eveready Battery Company, Inc. as
assigned through February 28, 2003.
b. ▇▇. ▇▇▇▇▇▇▇▇ shall execute a written resignation from his position
as an officer of Energizer Holdings, Inc. and also as an officer and/or director
of Eveready Battery Company, Inc. and any applicable affiliates or subsidiaries
of Energizer Holdings, Inc. effective March 1, 2003. This resignation letter
shall be in line with COMPANY's specifications as set out in Attachment A to
this Employment Agreement and submitted to the Chief Executive Officer of
COMPANY upon execution of this Employment Agreement.
c. Upon March 1, 2003, ▇▇. ▇▇▇▇▇▇▇▇ will cease to be Vice President and
General Counsel for COMPANY and, through January 31, 2004, will be employed by
COMPANY in the position of Vice President of Legal Initiatives for Eveready
Battery Company, Inc. ▇▇. ▇▇▇▇▇▇▇▇ will be paid the base monthly salary he
earned as of February 1, 2003, while he is on the COMPANY's payroll. ▇▇.
▇▇▇▇▇▇▇▇ will assist in the transition of his former duties and perform such
other duties or special projects that are specifically requested by the Chief
Executive Officer of the Company or his designee.
d. ▇▇. ▇▇▇▇▇▇▇▇ agrees satisfactorily to perform his duties as assigned
without disruption to COMPANY operations or injury to COMPANY's business
operations or reputation.
e. ▇▇. ▇▇▇▇▇▇▇▇ will receive a bonus payment of two hundred sixty
thousand dollars ($260,000), less legally required deductions, for Fiscal Year
2003. ▇▇. ▇▇▇▇▇▇▇▇ will not be eligible for or receive a bonus payment for
Fiscal Year 2004. ▇▇. ▇▇▇▇▇▇▇▇'▇ previous election to defer bonus payments into
the Deferred Compensation Plan will continue to apply and such deferrals will be
subject to Plan terms.
f. The terms of the Change of Control Employment Agreement entered into by
COMPANY with ▇▇. ▇▇▇▇▇▇▇▇ on November, 2000, and thereafter amended on February
1, 2001 and November 19, 2001, hereby are voided and shall have no further force
or effect on either ▇▇. ▇▇▇▇▇▇▇▇ or COMPANY upon execution of this Employment
Agreement.
g. Effective March 1, 2003, or mutually agreed other date, ▇▇. ▇▇▇▇▇▇▇▇ need
report to COMPANY's St. Louis offices to work only as specifically requested by
the Chief Executive Officer of COMPANY in order to perform such duties or
special projects that are assigned by the Chief Executive Officer of the Company
or his designee, in accordance with Paragraph 1(c), if the Chief Executive
Officer of COMPANY determines that ▇▇. ▇▇▇▇▇▇▇▇'▇ physical presence would be
necessary or beneficial for such work.
h. Effective January 31, 2004, ▇▇. ▇▇▇▇▇▇▇▇'▇ employment will be terminated
and he will be removed from the active payroll
i. Benefit Plan Participation.
i. While he is on COMPANY's payroll, ▇▇. ▇▇▇▇▇▇▇▇ shall continue to be
able to participate in the benefit plans in which he is participating as of
January 31, 2003. ▇▇. ▇▇▇▇▇▇▇▇ will be permitted to change his participation in
such plans during the course of his employment to the extent plan terms permit
for any other participation. It is understood and agreed that nothing in this
paragraph shall be construed to prevent Energizer Holdings, Inc. or COMPANY from
terminating, modifying or reducing any of the benefit plans or incentive
programs offered to employees of COMPANY during the course of this Employment
Agreement, as long as such action is not directed solely at ▇▇. ▇▇▇▇▇▇▇▇.
ii. ▇▇. ▇▇▇▇▇▇▇▇ is not entitled to and will not receive any other payments,
including, but not limited to, severance, incentive or termination payments,
from COMPANY or its affiliates or subsidiaries and will be deemed ineligible to
participate in any such programs except as specifically identified in this
Agreement.
j. ▇▇. ▇▇▇▇▇▇▇▇ may apply for reimbursement in 2004 under the Financial
Planning Program for executives, if requested by ▇▇. ▇▇▇▇▇▇▇▇ any time in 2004,
up to the annual maximum permitted by the Program and subject to the terms of
the Financial Planning Program, including any obligation to submit invoices or
other documentation for reimbursement. The COMPANY will submit a Form 1099, as
required by the IRS, for such reimbursement, if it occurs after ▇▇. ▇▇▇▇▇▇▇▇ is
removed from COMPANY's payroll.
k. Within two weeks after his removal from COMPANY's payroll, ▇▇. ▇▇▇▇▇▇▇▇
will be paid for any unused, banked, or carryover paid time off (PTO) days, in
accordance with Eveready policy in effect at the time.
2. Deferred Compensation, Stock Awards, Restricted Stock Equivalent
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Award:
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a. The terms of Energizer Holdings, Inc.'s Deferred Compensation Plan will
apply to ▇▇. ▇▇▇▇▇▇▇▇'▇ while he is on COMPANY's payroll and upon his
termination of employment in 2004, or earlier date pursuant to Paragraphs 4, 5
or 6 below, in accordance with that status as of his payroll removal date. It
is understood that nothing in this paragraph shall be construed to prevent
COMPANY from terminating, modifying or reducing the terms of its Deferred
Compensation Plan during the course of this Employment Agreement, as long as
such action is not directed solely at ▇▇. ▇▇▇▇▇▇▇▇.
b. ▇▇. ▇▇▇▇▇▇▇▇ previously was granted certain non-qualified stock
options by Energizer Holdings, Inc. The terms of those stock option agreements
will continue to apply, in accordance with ▇▇. ▇▇▇▇▇▇▇▇'▇ status as of his
payroll removal date.
c. Energizer Holdings, Inc. and ▇▇. ▇▇▇▇▇▇▇▇ mutually execuated a Restricted
Stock Equivalent Award Agreement on May 8, 2000. Stock equivalents credited to
▇▇. ▇▇▇▇▇▇▇▇ pursuant to the provisions of that Agreement shall vest in
accordance with the terms thereof, and shall convert to shares of Energizer
Common Stock and be issued to ▇▇. ▇▇▇▇▇▇▇▇ in accordance (1) with the terms
thereof and (2) the election with respect to such conversion previously made by
▇▇. ▇▇▇▇▇▇▇▇. Notwithstanding the above, however, in the event that ▇▇. ▇▇▇▇▇▇▇▇
is removed from the Company's payroll prior to January 31, 2004, any equivalents
that have not vested as of such date shall immediately vest, convert to shares
in accordance with ▇▇. ▇▇▇▇▇▇▇▇'▇ election, and be issued to him as soon as
practicable thereafter. All other terms of the Restricted Stock Equivalent
Award Agreement shall remain in effect.
3. Pension Benefit:
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▇▇. ▇▇▇▇▇▇▇▇'▇ retirement benefits under the Energizer Holdings, Inc.
Retirement Plan and the Supplemental Retirement Plan, or any successor plans,
will be calculated in accordance with the terms of each plan taking into account
all relevant terms of such plans including, but not limited to, reduction
factors for early retirement and social security offsets. It is understood that
nothing in this paragraph shall be construed to prevent COMPANY or its
affiliates and subsidiaries from reducing the rate of future accruals or
terminating or modifying the terms of such retirement plans or successor plans,
as long as such action is not directed solely at ▇▇. ▇▇▇▇▇▇▇▇.
4. ▇▇. ▇▇▇▇▇▇▇▇ and COMPANY understand and agree that, if ▇▇. ▇▇▇▇▇▇▇▇
resigns or obtains and begins employment with another company on or prior to
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March 31, 2003, without the consent of COMPANY, COMPANY will terminate ▇▇.
▇▇▇▇▇▇▇▇ immediately by removing ▇▇. ▇▇▇▇▇▇▇▇ from COMPANY's payroll. Upon
payroll removal, ▇▇. ▇▇▇▇▇▇▇▇'▇ benefits as an active employee will cease and he
will not be entitled to any further benefits or payments pursuant to this
Employment Agreement, except that he shall be paid for any earned but unused
paid time-off (including any banked PTO days) within two weeks of his removal
from the payroll. COMPANY has the sole discretion to elect to accelerate any
remaining salary continuation through January 31, 2004, and bonus payment
provided for in Paragraph 1(e), to be paid to ▇▇. ▇▇▇▇▇▇▇▇ in a lump sum, less
legally required deductions, within two weeks of ▇▇. ▇▇▇▇▇▇▇▇'▇ last day on the
payroll.
5. ▇▇. ▇▇▇▇▇▇▇▇ and COMPANY understand and agree that, if ▇▇. ▇▇▇▇▇▇▇▇
resigns or obtains and begins employment with another company on or after March
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1, 2003, but prior to January 31, 2004, COMPANY will terminate ▇▇. ▇▇▇▇▇▇▇▇
immediately by removing ▇▇. ▇▇▇▇▇▇▇▇ from COMPANY's payroll. Upon termination,
▇▇. ▇▇▇▇▇▇▇▇'▇ benefits as an active employee will cease. Any remaining salary
continuation through January 31, 2004, and bonus payment provided for in
Paragraph 1(e), will be paid to ▇▇. ▇▇▇▇▇▇▇▇ in a lump sum, less legally
required deductions, within two weeks of ▇▇. ▇▇▇▇▇▇▇▇'▇ last day on the payroll.
Part-time employment or self-employment or occasional consultation shall not
constitute beginning employment under this Paragraph, subject to the
confidentiality and non-competition obligations set out in Paragraphs 7(e), 8,
10 and 11 below.
6. ▇▇. ▇▇▇▇▇▇▇▇ and COMPANY understand and agree that, if ▇▇. ▇▇▇▇▇▇▇▇
obtains and begins employment within COMPANY or any of its affiliates or
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subsidiaries prior to January 31, 2004 in another position, this Employment
Agreement will become null and void.
7. Obligation of ▇▇. ▇▇▇▇▇▇▇▇:
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a. ▇▇. ▇▇▇▇▇▇▇▇ shall notify COMPANY within two days of being offered
and accepting another position, if ▇▇. ▇▇▇▇▇▇▇▇ accepts a position to commence
before January 31, 2004;
b. ▇▇. ▇▇▇▇▇▇▇▇ shall cooperate with and assist COMPANY whenever reasonably
possible, so that all of his duties, responsibilities and pending matters can be
transferred in an orderly way;
c. ▇▇. ▇▇▇▇▇▇▇▇ shall provide COMPANY with full cooperation and assistance,
upon COMPANY's request, including testifying at all trials or assisting with
trial preparation, when ▇▇. ▇▇▇▇▇▇▇▇ might have relevant information. COMPANY
shall pay ▇▇. ▇▇▇▇▇▇▇▇, at an hourly rate derived from ▇▇. ▇▇▇▇▇▇▇▇'▇ base
monthly salary during the term of this Employment Agreement, for time expended
in preparation of 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 issues
and matters and for any reasonable and necessary expenses because of his
requested cooperation with and assistance to COMPANY.
d. As a specific condition of this Employment Agreement and in addition to
the confidentiality provisions in Paragraph 8, ▇▇. ▇▇▇▇▇▇▇▇ shall not disclose
to any third party, including future employers or clients, material details
derived from his present or former executive position with COMPANY that relate
to COMPANY's past, present, or future business or legal matters, unless ▇▇.
▇▇▇▇▇▇▇▇ has received prior written consent of the Chief Executive Officer of
COMPANY or COMPANY's Vice President for Human Resources. ▇▇. ▇▇▇▇▇▇▇▇
understands and agrees that information subject to the limitations of this
paragraph may include information not otherwise subject to the confidentiality
provisions of Paragraph 8 and that COMPANY has the sole discretion to determine
materiality.
8. Confidentiality of Information:
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▇▇. ▇▇▇▇▇▇▇▇ acknowledges that the information, observations and data
relating to the formulation, processing, manufacturing, sale and marketing of
COMPANY's battery and battery related products obtained by ▇▇. ▇▇▇▇▇▇▇▇ during
the course of ▇▇. ▇▇▇▇▇▇▇▇'▇ employment with COMPANY, its subsidiaries and
affiliated companies and its predecessors (the "Confidential Information") are
separate from the information protected by the attorney-client privilege and are
confidential and the exclusive property of COMPANY/or such companies. ▇▇.
▇▇▇▇▇▇▇▇ agrees that he will not disclose to any unauthorized persons or use for
▇▇. ▇▇▇▇▇▇▇▇'▇ own account or for the benefit of any third party (other than
COMPANY) any of such "Information" without COMPANY's prior written consent,
unless and to the extent that such "Confidential Information" became generally
known to and available for use by the public other than as a result of ▇▇.
▇▇▇▇▇▇▇▇'▇ acts or failure to act. Such "Confidential Information",
observations and data shall include, but not be limited to, COMPANY's and its
affiliates 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, information concerning product
development, manufacturing processes, research and development projects,
formulas, inventions and compilations of information, records or specifications,
information concerning 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, or
conversion costs. ▇▇. ▇▇▇▇▇▇▇▇ understands and agrees that such "Confidential
Information" is important, material and confidential, and that disclosure would
gravely affect the successful conduct of COMPANY's and its affiliates'
businesses. The obligation to protect Confidential Information is on-going and
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does not expire upon the termination of the Parties' contractual relationship.
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9. Subject to Paragraphs 4, 5, and 6 above, by January 31, 2004, or
mutually agreed earlier date, ▇▇. ▇▇▇▇▇▇▇▇ warrants and represents that he will
return and deliver to COMPANY's designated representative all memoranda, notes,
plans, programs, records, reports, and other documentation (and copies thereof)
relating to the business of COMPANY, its affiliates, and its predecessors which
▇▇. ▇▇▇▇▇▇▇▇ possesses or has under his possession now or in the future,
including, but not limited to, computer hardware, software, data and disks,
draft books, memoranda, notes, plans, programs, records, reports, and other
documentation (and copies thereof) relating to COMPANY, office equipment and
supplies, credit cards, cash advances and, if applicable, any outstanding final
expense report.
10. Non-Interference and Related Agreements:
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For the duration of this Employment Agreement and a period of twelve (12)
months after ▇▇. ▇▇▇▇▇▇▇▇ is removed from COMPANY's payroll, ▇▇. ▇▇▇▇▇▇▇▇ shall
not (i) induce or attempt to induce any employee of COMPANY to leave the employ
of COMPANY or in any way interfere with the relationship between COMPANY and its
employees or (ii) induce or attempt to induce any customer, supplier,
distributor, broker or other business relation of COMPANY to cease doing
business with the COMPANY, or in any way interfere with the relationship between
any customer, supplier, distributor, broker or other business relation and
COMPANY.
11. Non Competition
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a. For the duration of this Employment Agreement and a period of twelve (12)
months after ▇▇. ▇▇▇▇▇▇▇▇ is removed from COMPANY's payroll, ▇▇. ▇▇▇▇▇▇▇▇ will
not compete against COMPANY in COMPANY business. An earlier payroll removal
date pursuant to Paragraphs 4, 5, or 6 shall not shorten the applicable time
period pursuant to this Paragraph.
b. Definition of "COMPANY Business"
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For purposes of this Employment Agreement, the term "COMPANY
Business" shall mean any company that owns or operates a business or facility
that engages in any of the following business activities: (i) manufacturing,
marketing, distributing and/or consulting on and or operating a facility for,
the manufacturing, processing, marketing or distributing of batteries, lighting
products, rechargeable batteries and related battery and lighting products; (ii)
purchasing or producing materials for use as, and marketing and distributing
and/or consulting on the purchasing, producing or marketing or distributing of
such products or materials; and (iii) marketing and distributing, and/or
consulting regarding the marketing or distributing, of such related products or
materials. This obligation extends to the products and/or methods that presently
are used, or were used, or are or were under development or consideration,
whether or not completed, for use in COMPANY Business as of the date ▇▇.
▇▇▇▇▇▇▇▇ 's employment ends for any reason. ▇▇. ▇▇▇▇▇▇▇▇ understands that this
definition applies only to this Employment Agreement. Any other restrictions on
competition in other plan, policies or arrangements, including, but not limited
to, those restrictions in the Deferred Compensation Plan for Key Employees,
shall continue to apply as they exist now or may be modified by COMPANY in the
future, as long as such modifications are not directed solely at ▇▇. ▇▇▇▇▇▇▇▇.
c. For the purpose of this Employment 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
worldwide in a position involving or relating to COMPANY Business.
d. This Employment Agreement does not prevent ▇▇. ▇▇▇▇▇▇▇▇ from buying or
selling shares of stock in any company that is publicly listed and traded in any
stock exchange or the over-the-counter market. However, ▇▇. ▇▇▇▇▇▇▇▇ may not
use Confidential Information to engage in, or induce others to engage in,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as prohibited by federal and state securities laws.
12. Release and Waiver:
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The promises and payments contained in this Agreement, including
Paragraphs 1 (except Paragraph 1(k)) and 5 above, are in addition to any wages
to which ▇▇. ▇▇▇▇▇▇▇▇ already is entitled because of his work for COMPANY. ▇▇.
▇▇▇▇▇▇▇▇ agrees to accept the promises and terms in these Paragraphs in
consideration for the settlement, waiver and release and discharge of any and
all claims or actions against Energizer Holdings, Inc. and COMPANY, including
their affiliates, subsidiaries, holding companies, directors, officers,
employees, and agents, arising under any federal, state, or local statute, law,
or regulation pertaining to employment discrimination on the basis of age,
religion, disability, marital status, or any other reason established by law,
including any claim of actual or constructive wrongful discharge.
13. Promise Not to ▇▇▇:
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a. ▇▇. ▇▇▇▇▇▇▇▇ makes the following promises not to ▇▇▇:
i. ▇▇. ▇▇▇▇▇▇▇▇ releases, settles and forever discharges
Energizer Holdings, Inc. and COMPANY, including their affiliates, subsidiaries,
holding companies, directors, officers, employees, and agents, from any and all
claims, causes of action, rights, demands, debts, or damages of whatever nature,
whether or not ▇▇. ▇▇▇▇▇▇▇▇ currently knows of them, which might have arisen
from ▇▇. ▇▇▇▇▇▇▇▇'▇ employment with and retirement from COMPANY and which may be
brought by ▇▇. ▇▇▇▇▇▇▇▇ or another person or agency on ▇▇. ▇▇▇▇▇▇▇▇'▇ behalf.
This includes, but is not limited to, any claim ▇▇. ▇▇▇▇▇▇▇▇ might raise under
contract or tort law for actual or constructive wrongful discharge, except those
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claims which the parties specifically have excluded from this release and
identified in Paragraph 15 below and except for a breach by COMPANY of a
material provision of this Agreement.
ii ▇▇. ▇▇▇▇▇▇▇▇ expressly releases Energizer Holdings, Inc.
and COMPANY, including their affiliates, subsidiaries, holding companies,
directors, officers, employees, and agents, from any and all legal liability and
waives all claims, demands, or causes of action which ▇▇. ▇▇▇▇▇▇▇▇, or any
person or agency acting on ▇▇. ▇▇▇▇▇▇▇▇'▇ behalf, may have against COMPANY, its
agents, representatives, and employees under all federal, state, and/or local
laws regulating employment, including but not limited to, all discrimination
claims under the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, Civil Rights Act known as
42 USC 1981, the Handicap Discrimination Act, the Missouri Human Rights Act, as
amended, Section 213.010 et seq., the Missouri Service Letter Statute, as
amended, Section 290.140 ▇.▇.▇▇., and the Family and Medical Leave Act of 1994.
b. The COMPANY releases, settles, and forever discharges ▇▇. ▇▇▇▇▇▇▇▇ from
any and all claims, causes of actions, rights demands, debts, or damages of
whatever nature, whether or not COMPANY currently knows them, which might have
arisen from ▇▇. ▇▇▇▇▇▇▇▇'▇ actions or omissions within the scope of his duties
during his employment with the COMPANY and retirement from COMPANY and which may
be brought by the COMPANY or another person or agency on the COMPANY's behalf.
This includes, but is not limited to, any claim COMPANY might raise under
contract or tort law and also includes any claims arising under federal, state,
and/or local laws regulating employment.
14. Remedy for Violation:
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a. In the event that ▇▇. ▇▇▇▇▇▇▇▇ brings a cause of action against COMPANY
in violation of Paragraphs 12 and 13 above, ▇▇. ▇▇▇▇▇▇▇▇ understands and agrees
to place in an escrow account an amount equal to any settlement or separation
payment paid to ▇▇. ▇▇▇▇▇▇▇▇ pursuant to this Agreement (except for payments
pursuant to Paragraph 1(j)) while said cause of action is in litigation. If a
court of competent jurisdiction determines that ▇▇. ▇▇▇▇▇▇▇▇ should not have
brought such a cause of action because it is without merit and/or prohibited by
▇▇. ▇▇▇▇▇▇▇▇'▇ promises in this Agreement, then ▇▇. ▇▇▇▇▇▇▇▇ shall repay to
COMPANY any settlement payment(s) being held in the escrow account, as well as
an amount, with interest, equal to any salary continuation after ▇▇. ▇▇▇▇▇▇▇▇ is
released from regular full-time duties and responsibilities, other discretionary
payments or services which are paid to or provided to ▇▇. ▇▇▇▇▇▇▇▇ as
consideration for the promises made by ▇▇. ▇▇▇▇▇▇▇▇ in this Agreement, and
attorneys fees incurred by COMPANY defending its actions and this Agreement, in
addition to any other damages the Court may deem proper.
b. ▇▇. ▇▇▇▇▇▇▇▇ further understands that any breach of Paragraphs 7(d), 8,
10 and 11 of this Agreement could cause irreparable harm to the COMPANY. ▇▇.
▇▇▇▇▇▇▇▇ agrees that COMPANY has the right to seek an injunction to prevent
violation of ▇▇. ▇▇▇▇▇▇▇▇'▇ obligations under this Agreement, in addition to
COMPANY's right to seek the remedies at law described in subsection (a) above.
15. Excluded Claims:
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This Agreement shall not affect ▇▇. ▇▇▇▇▇▇▇▇'▇ right to raise any
claims based on any Social Security, or Workers' Compensation laws, or based on
the terms in effect at the time the claim is raised of the Energizer Holdings,
Inc. Retirement Plan, Supplemental Retirement Plan, Deferred Compensation Plan,
Savings Investment Plan, Executive Savings Investment Plan, Executive Life and
Health Plans, retiree benefits under the Energizer Medical Plan, and any and all
other executive or employee benefit plans or programs through which he may be
legally entitled to benefits as a result of his employment with COMPANY or
subsequent retirement.
16. Benefit Earnings:
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It is understood and agreed that only the salary continuation and payments
identified in Paragraphs 1(a), (c), (e), and (k) will be considered benefit
earnings for applicable benefit plans maintained by COMPANY. Any other monies
paid to ▇▇. ▇▇▇▇▇▇▇▇ pursuant to this Employment Agreement shall not constitute
earnings for benefit plan purposes.
17. Confidentiality:
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▇▇. ▇▇▇▇▇▇▇▇ agrees not to talk about, write about, or otherwise
disclose the existence of this Employment Agreement, the terms of this
Employment Agreement, or any fact concerning its negotiation, execution, or
implementation to any person, firm, or corporation, other than to ▇▇. ▇▇▇▇▇▇▇▇'▇
spouse, financial advisor or attorney, unless ▇▇. ▇▇▇▇▇▇▇▇ is required to do so
by federal, state, or local law, or by a court of competent jurisdiction. If
▇▇. ▇▇▇▇▇▇▇▇ discloses the terms of this Employment Agreement to ▇▇. ▇▇▇▇▇▇▇▇'▇
spouse, financial advisor or attorney, ▇▇. ▇▇▇▇▇▇▇▇ shall advise that
confidentiality is an essential part of this Employment Agreement and advise
each that they are bound by the confidentiality clause. ▇▇. ▇▇▇▇▇▇▇▇
understands that COMPANY has disclosed, or will disclose, the terms of this
Employment Agreement to its Board of Directors and such other COMPANY employees
as COMPANY deemed necessary to implement and administer its terms and that
COMPANY will disclose the terms of this Employment Agreement as required by
Security Exchange Commission regulation or if COMPANY reasonably concludes that
it is legally bound to do so for other reason, including but not limited to
application of subpoena or order from a court of competent jurisdiction.
18. Entire Agreement:
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This Employment Agreement is intended to finally and fully define and
conclude the employment relationship between ▇▇. ▇▇▇▇▇▇▇▇ and COMPANY and may be
amended only by an agreement in writing signed by the parties hereto. This
Employment Agreement shall not be interpreted as an admission by COMPANY, its
affiliates or its subsidiaries or ▇▇. ▇▇▇▇▇▇▇▇ of any wrongdoing or any
violation of federal, state or local law, regulation, or ordinance. The COMPANY
specifically denies that it, or its agents, supervisors, representatives, or
employees of COMPANY, its affiliates or subsidiaries, have ever committed any
wrongdoing whatsoever against ▇▇. ▇▇▇▇▇▇▇▇.
19. Effect in the Event of Unenforceability:
--------------------------------------------
If, at the time of enforcement of any of the provisions of this
Employment Agreement, but particularly Paragraphs 7(e), 8, 10, and 11 above, a
court holds that the restrictions stated herein are unreasonable under the
circumstances then existing, the parties agree that the maximum period, scope or
geographical area reasonable under the circumstances will be substituted for the
stated period, scope or area.
20. Severability:
------------
In the event that any provision shall be held to be invalid or
unenforceable for any reason whatsoever by a court of competent jurisdiction it
is agreed such invalidity or unenforceability shall not affect any other
provision of this Employment 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.
21. Governing Law:
--------------
This Employment Agreement will be governed by the internal law of the
State of Missouri and not its law of conflicts.
22. Company Defined:
-----------------
For purposes of this Agreement, the term "COMPANY" as used herein,
shall include not only Eveready Battery Company, but also the subsidiaries, or
affiliated companies of Eveready Battery Company, Energizer Holdings, Inc. and
all officers, directors, agents, and employees of any of the foregoing.
23. Voluntary Nature of Employment Agreement:
--------------------------------------------
▇▇. ▇▇▇▇▇▇▇▇ expressly acknowledges that he understands all the terms
and effects of this Employment Agreement and is entering voluntarily into this
Employment Agreement. ▇▇. ▇▇▇▇▇▇▇▇ expressly acknowledges that the COMPANY has
given him at least twenty-one (21) days to consider this Employment Agreement as
originally presented and that the COMPANY also has given him the opportunity to
discuss all aspects of this Employment Agreement with an attorney before signing
this Employment Agreement. ▇▇. ▇▇▇▇▇▇▇▇ states that he has discussed this
Employment Agreement or, in the alternative, has freely elected to waive any
remaining part of the twenty-one (21) calendar days and any further opportunity
to discuss this Employment Agreement with an attorney before signing it.
24. Right of Revocation:
---------------------
▇▇. ▇▇▇▇▇▇▇▇ may revoke his acceptance within seven (7) calendar days
after signing this Employment Agreement. ▇▇. ▇▇▇▇▇▇▇▇'▇ notice of revocation
must be given to the Vice President, Human Resources, of the COMPANY in writing
within seven (7) calendar days after signing this Employment Agreement in order
to be valid and effective. If ▇▇. ▇▇▇▇▇▇▇▇ does revoke this Employment
Agreement, neither ▇▇. ▇▇▇▇▇▇▇▇ nor COMPANY will be required to satisfy any of
the terms of this Employment Agreement. If ▇▇. ▇▇▇▇▇▇▇▇ has not revoked his
---
acceptance within seven (7) calendar days, this Employment Agreement's
effectiveness will become final.
▇▇. ▇▇▇▇▇▇▇▇ EVEREADY BATTERY COMPANY, INC.
and
ENERGIZER HOLDINGS, INC.
By:
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Human Resources
Eveready Battery Company, Inc.
Signed this _________ day of Signed this _________ day of
___________________, 2003. ___________________, 2003.
Witness:
Dated:
------
ATTACHMENT A
------------
RESIGNATION
-----------
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, hereby resign my position as Officer and/or Director of
the following entities effective February 28, 2003:
EBC Batteries, Inc.
Energizer Asia Pacific, Inc.
Energizer Holdings, Inc.
Energizer International, Inc.
Energizer Japan, Inc.
Energizer Middle East and Africa Limited
Energizer (South Africa) Ltd.
Eveready Battery Company, Inc.
MKTE, Inc.
I understand and acknowledge that this resignation will not impact my status as
an employee of Eveready Battery Company, Inc.
_____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SSN: ________________________