Energizer 2011 Annual Report Download - page 75

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)
In October 2007, the Company granted RSE awards to certain employees which included approximately 234,800 shares, of
which 210,000 vested and granted an additional 11,000 shares, all of which fully vested. At the same time, the Company
granted RSE awards to senior executives totaling approximately 268,700 shares which vested as follows: 1) 25% of the total
restricted stock equivalents granted, or 67,000 net of forfeitures, vested on the third anniversary of the date of grant; 2) the
remainder of the RSE did not vest because the Company performance target was not achieved.
In October 2008, the Company granted RSE awards to certain employees which included approximately 265,200 shares that in
most cases vest ratably over four years or upon death, disability or change of control. At the same time, the Company granted
RSE awards to senior executives totaling approximately 374,600 which vested as follows: 1) 25% of the total restricted stock
equivalents granted, or 91,900, net of forfeitures, vested on the third anniversary of the date of grant; 2) the remainder of the
RSE did not vest because the Company performance target was not achieved.
In February 2009, the Company granted RSE awards to senior executives totaling approximately 296,000 shares. These awards
were granted in lieu of (i) each executive’s continued participation in the 2009 annual cash bonus program, (ii) his or her right
to receive accruals under the Company’s Supplemental Executive Retirement Plan (an excess pension plan) for calendar year
2009, and (iii) his or her right to receive Company matching accruals under the Company’s Executive Savings Investment Plan
(an excess 401(k) plan) for the 2009 calendar year. Vesting of the equivalents occurred on November 16, 2009, and the number
of shares vested, which was 142,466, was determined based on achievement of individual and Company performance targets
for the period from October 1, 2008 through September 30, 2009. The total award which vested was amortized over the vesting
period.
In October 2009, the Company granted RSE awards to certain employees which included approximately 266,300 shares that in
most cases vest ratably over four years or upon death, disability or change of control. At the same time, the Company granted
two RSE awards to senior executives. One grant includes approximately 145,900 shares and vests on the third anniversary of
the date of grant or upon death, disability or change of control. The second grant includes approximately 339,700 performance
shares which vests on the date that the Company publicly releases its earnings for its 2012 fiscal year contingent upon the
Company’s compound annual growth rate for reported earnings per share (EPS CAGR) for the three year period ending on
September 30, 2012. Under the terms of the performance award, 100% of the grant vests if a three year EPS CAGR of at least
12% is achieved, with smaller percentages vesting if the Company achieves a three year EPS CAGR between 5% and 12%. In
addition, the terms of the performance awards provide that the awards vest upon death, disability and in some instances upon
change of control. The total performance award expected to vest is amortized over the vesting period.
In October 2010, the Company granted RSE awards to certain employees which included approximately 313,300 shares that in
most cases vest ratably over four years or upon death, disability or change of control. At the same time, the Company granted
two RSE awards to key executives. One grant includes approximately 86,700 shares and vests on the third anniversary of the
date of grant or upon death, disability or change of control. The second grant includes approximately 202,300 shares which
vests on the date that the Company publicly releases its earnings for its 2013 fiscal year contingent upon the Company’s EPS
CAGR for the three year period ending on September 30, 2013. Under the terms of the award, 100% of the grant vests if an
EPS CAGR of at least 12% is achieved, with smaller percentages vesting if the Company achieves an EPS CAGR between 5%
and 12%. In addition, the terms of the performance awards provide that the awards vest upon death, disability and in some
instances upon change of control. The total performance award expected to vest will be amortized over the vesting period.
In November 2010, the Company granted two RSE awards to executive officers. One grant includes approximately 47,900
shares and vests on the third anniversary of the date of grant or upon death, disability or change of control. The second grant
includes approximately 111,700 shares which vests on the date that the Company publicly releases its earnings for its 2013
fiscal year contingent upon the Company’s EPS CAGR for the three year period ending on September 30, 2013. Under the
terms of the award, 100% of the grant vests if an EPS CAGR of at least 12% is achieved, with smaller percentages vesting if
the Company achieves an EPS CAGR between 5% and 12%. In addition, the terms of the performance awards provide that the
awards vest upon death, disability and in some instances upon change of control. The total performance award expected to vest
will be amortized over the vesting period.
The Company records estimated expense for the performance based grants based on target achievement for the three year
period for each respective program unless evidence exists that a different ultimate CAGR is likely to occur. Fair value of the
award is determined using the closing share price of the Company's common stock on the date of the grant.
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