Energizer 2014 Annual Report Download - page 78

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ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
approximately 58,800 shares vested on November 5, 2013 based on the Company’s compound annual growth rate for earnings
per share as defined in the incentive plan (EPS CAGR) for the three year period ended on September 30, 2013. Under the terms
of the performance award, 36.9% of the performance grant vested based on a 6.95% three year EPS CAGR.
In November 2010, the Company granted two RSE awards to executive officers totaling approximately 159,600 shares which
vested as follows: 1) 30% of the total restricted stock equivalents granted, or approximately 47,900, net of forfeitures, vested on
the third anniversary of the date of grant; 2) approximately 32,700 shares vested on November 5, 2013 based on the Company’s
compound annual growth rate for earnings per share as defined in the incentive plan (EPS CAGR) for the three year period
ended on September 30, 2013. Under the terms of the performance award, 36.9% of the performance grant vested based on a
6.95% three year EPS CAGR.
In November 2011, the Company granted RSE awards to certain employees which included approximately 310,000 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 totaling approximately 435,700 shares which vested as follows: 1) 30% of the
total restricted stock equivalents granted, or approximately 127,400, net of forfeitures, vested in most cases on the third
anniversary of the date of the grant; 2) approximately 155,900 shares vested on November 12, 2014 based on the Company's
compound annual growth rate for earnings per share as defined in the incentive plan (EPS CAGR) for the three year period
ended on September 30, 2014. Under the terms of the performance award, 63% of the performance grant vested based on an
8.3% three year EPS CAGR.
In December 2012, the Company granted RSE awards to a group of key employees which included approximately 188,300
shares that vest ratably over four years or upon death or change of control. At the same time, the Company granted two RSE
awards to a group of key executives. One grant includes approximately 94,100 shares and vests, in most cases, on the third
anniversary of the date of grant or upon death or change of control. The second grant includes approximately 205,600 shares,
which vests on the date that the Company publicly releases its earnings for its 2015 fiscal year, contingent upon achievement of
performance targets with respect to adjusted cumulative earnings before interest, taxes, depreciation and amortization
(EBITDA) and adjusted return on invested capital, weighted equally, and subject to adjustment based on relative total
shareholder return during the three year performance period based on a relevant group of industrial and consumer goods
companies. In addition, the terms of the performance awards provide that the awards vest upon death and in some instances
upon change of control and potential pro rata vesting for retirement based on age and service requirements. The total
performance awards expected to vest will be amortized over the vesting period. The closing stock price on the date of the grant
used to determine the award estimated fair value was $81.45. The awards that are contingent upon achievement of performance
targets have a 7% fair value premium to the closing stock price on the date of the grant based on a simulation of outcomes
under the relative total shareholders' return metric required by the Accounting Standards Codification ("ASC") section 718.
In November 2013, which is fiscal 2014, the Company granted RSE awards to a group of key employees which included
approximately 179,800 shares that vest ratably over four years or upon death, disability or change of control. At the same time,
the Company granted two RSE awards to a group of key executives. One grant includes approximately 39,800 shares and vests
on the third anniversary of the date of grant or upon death, disability or change of control and potential pro rata vesting for
retirement based on age and service requirements. The second grant includes approximately 238,600 shares, which vests on the
date that the Company publicly releases its earnings for its 2016 fiscal year, contingent upon achievement of performance
targets with respect to adjusted cumulative earnings before interest, taxes, depreciation and amortization (EBITDA) and
adjusted return on invested capital, weighted equally, and subject to adjustment based on relative total shareholder return during
the three year performance period based on a relevant group of industrial and consumer goods companies. In addition, the
terms of the performance awards provide that the awards vest upon death, disability, and in some instances upon change of
control and potential pro rata vesting for retirement based on age and service requirements. The total performance awards
expected to vest will be amortized over the vesting period. The closing stock price on the date of the grant used to determine
the award estimated fair value was $101.56. The awards that are contingent upon achievement of performance targets have a
5% fair value premium added to the closing stock price on the date of the grant based on a simulation of outcomes under the
relative total shareholders' return metric required by the Accounting Standards Codification ("ASC") section 718.
In November 2014, which is fiscal 2015, the Company granted RSE awards to a group of key employees which included
approximately 146,300 shares that vest ratably over four years or upon death, disability or change of control. The Company
granted RSE awards to a group of key executives totaling 113,300 shares which vest on the second anniversary of the date of
the grant or upon death, disability or change of control and potential pro rata vesting for retirement based on age and service
requirements. The closing stock price on the date of the grant used to determine the award estimated fair value was $128.47.
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