Rayovac 2006 Annual Report Download - page 63

SPECTRUM BRANDS | 2006 ANNUAL REPORT 51
(8) Represents the value of the restricted stock on the date of grant (October 1, 2004).
An aggregate of 223,539 shares was granted on such date pursuant to the terms of
Mr. Jones’s employment agreement then in effect, and the aggregate value of such
shares at September 30, 2006 was $1,886,669. The restrictions on 8,598 of such
shares lapsed on each of December 1, 2005 and December 1, 2006. The restrictions
on 8,597 of such shares are scheduled to lapse on December 1, 2007. The restrictions
on 137,562 of such shares are scheduled to lapse on September 30, 2008, and the
restrictions on 34,391 of such shares are scheduled to lapse on September 30, 2009.
The lapse of the restrictions on 25,793 of such shares were made subject to the
achievement by the Company of certain performance goals in 2005, 2006, and
2007. The applicable performance goals were not met for 2005, and the restric-
tions on 8,597 shares that were scheduled to lapse on December 1, 2005 did not
lapse. The restrictions on those shares were converted to time-based restrictions
and lapsed on December 1, 2006. The applicable performance goals were not met
for 2006, and the restrictions on 8,597 shares that were scheduled to lapse on
December 1, 2006 did not lapse. The restrictions on those shares were converted
to time-based restrictions and will lapse on December 1, 2007. The restrictions on
the fi nal 8,597 of such shares are scheduled to lapse on December 1, 2007,
assuming that the performance goals for 2007 are met. If the specifi ed perfor-
mance goals are not met in 2007, the restrictions with respect to such perfor-
mance-based restricted stock shall lapse in 2008.
(9) Represents the value of the restricted stock on the date of grant (October 10, 2003).
The aggregate number of shares of restricted stock awarded on October 1, 2003 and
the aggregate value at September 30, 2006 is as follows: Mr. Jones—83,904 shares,
$708,150; Mr. Hussey—39,384 shares, $332,401; Mr. Biller—22,260 shares,
$187,874; and Mr. Burel—22,260 shares, $187,874. With respect to the restricted
stock grants of Messrs. Jones, Hussey, Biller, and Burel, 50% of each restricted
stock grant is subject to time-based restrictions and the other fi fty percent is sub-
ject to performance-based restrictions. Restrictions on one-third of the time-based
restricted stock lapsed on each of October 1, 2004, October 1, 2005 and October 1,
2006. The restrictions on the performance-based shares were made subject to the
achievement of certain Company performance goals in 2004, 2005 and 2006. The
restrictions on one-third of the performance-based restricted stock grants lapsed on
November 10, 2004. The applicable performance goals were not met for 2005, and
the restrictions on the one-third of the shares that were scheduled to lapse on
October 1, 2005 did not lapse. The restrictions on those shares will no longer be
subject to the attainment of performance goals and lapsed on October 1, 2006. The
applicable performance goals were not met for 2006, and the restrictions on the
one-third of the shares that were scheduled to lapse on October 1, 2006 did not
lapse. The restrictions on those shares were converted to time-based restrictions
and will lapse on October 1, 2007.
(10) Includes approximately: (a) for Mr. Jones, $21,600 and $8,100 for payments of
annual term life insurance premiums in Fiscal 2006 and 2005, respectively and
$13,200, $12,600 and $12,300 in Company matching contributions to Mr. Jones’
account under the Company’s 401(k) Retirement Savings Plan, in Fiscal 2006, 2005
and 2004, respectively; (b) for Mr. Heil, $6,700 and $2,500 for payments of annual
term life insurance premiums in Fiscal 2006 and Fiscal 2005, respectively and
$9,400 and $9,100 in Company matching contributions to Mr. Heil’s account under
the United Pet Group Profi t Sharing Plan, in Fiscal 2006 and 2005, respectively; (c)
for Mr. Hussey, $17,200 and $6,600 for payments of annual term life insurance pre-
miums in Fiscal 2006 and 2005, respectively and $13,200, $12,600 and $12,300 in
Company matching contributions to Mr. Hussey’s account under the Company’s
401(k) Retirement Savings Plan, in Fiscal 2006, 2005 and 2004, respectively; and (d)
for Mr. Biller, $12,600 and $4,900 for payments of annual term life insurance premi-
ums in Fiscal 2006 and 2005, respectively and $13,200, $12,600 and $12,300 in
Company matching contributions to Mr. Biller’s account under the Company’s 401(k)
Retirement Savings Plan, in Fiscal 2006, 2005 and 2004, respectively.
Mr. Burel participates in a defi ned benefi t pension plan. Information pertaining to
Mr. Burel’s benefi ts under the pension plan are found below under “Pension Plan.”
In 2005, the Company implemented a Split-Dollar Executive Life Insurance
Program for all U.S.-based executive offi cers. The Company provides, at no cost to
the executive, a term life insurance benefi t equal to three times an executive’s
base salary. Following termination, the executive can continue the policy at their
own cost.
In prior years, we have reported the amount realized on the exercise of stock
options during a fi scal year by our Named Executive Offi cers in this Summary
Compensation Table in the column labeled “All Other Compensation.” This informa-
tion is presented in the table entitled “Aggregate Option Exercises in Fiscal 2006 and
Fiscal Year-End Option Values” of this Annual Report on Form 10-K. To eliminate any
confusion on the part of the reader, we have removed information relating to
amounts realized on the exercise of options by our Named Executive Offi cers from
this table.
(11) Includes approximately $18,000 for use of a Company-owned automobile and
approximately $64,000 related to a supplemental executive retirement program
described below.
(12) Includes approximately $14,000 for use of a Company-owned automobile and
approximately $102,500 related to a supplemental executive retirement program
described below.
(13) Mr. Heil began his employment with the Company on February 7, 2005 as a result of
the United acquisition. Salary for Mr. Heil for fi scal 2005 is prorated based on his
2005 annual salary of $350,000.
(14) Includes approximately $23,000 for use of a Company-owned automobile, $27,000
related to personal use of Company aircraft, $10,000 pursuant to a Medical Executive
Reimbursement Plan, $20,000 for fi nancial planning services, $36,000 for housing
costs incurred due to relocation to the Atlanta area and $124,000 related to a sup-
plemental executive retirement program described below.
(15) Includes approximately $24,000 for use of a Company-owned automobile, $20,000
related to the use of Company aircraft, $36,000 for housing costs incurred due to
relocation to the Atlanta area and $115,000 related to a supplemental executive
retirement program described below.
(16) Includes approximately $78,000 related to relocation and approximately $167,000
related to a supplemental executive retirement program described below.
(17) Represents the value of the restricted stock on the date of grant (February 1, 2006).
The aggregate number of shares of restricted stock awarded on February 1, 2006
and the aggregate value at September 30, 2006 was as follows: Mr. Heil—18,000
shares, $151,920; Mr. Hussey—39,400 shares, $332,536; Mr. Biller—29,000 shares,
$244,760; and Mr. Burel—19,300 shares, $162,892. With respect to the restricted
stock grants of Messrs. Heil, Hussey, Biller and Burel, 50% of each restricted stock
grant is subject to time-based restrictions and the other 50% is subject to perfor-
mance-based restrictions. Restrictions on one-fourth of the time-based restricted
stock lapsed on December 1, 2006, and one-fourth of the restrictions are scheduled
to lapse on each of December 1, 2007, December 1, 2008 and December 1, 2009. The
restrictions on the performance-based restricted stock will lapse assuming certain
performance goals are met or exceeded by the Company in the corresponding fi scal
year. The restrictions on one-fourth of the performance-based restricted stock were
scheduled to lapse on December 1, 2006; however, the corresponding performance
goals for 2006 were not met by the Company. The restrictions on those shares were
converted to time-based restrictions and will lapse on December 1, 2007. The restric-
tions on one-fourth of the performance-based restricted stock, assuming correspond-
ing performance goals are met, are scheduled to lapse on each of December 1, 2007,
December 1, 2008 and December 1, 2009.
(18) Represents the value of the restricted stock on (a) October 1, 2004, the date of grant of
the shares granted pursuant to the respective employment agreements in effect at
such time, and on (b) April 1, 2005, the date of grant of the shares granted based on
participation in our equity-based compensation plans and on grants under superior
achievement award agreements (the “Superior Achievement Award Agreements”).
The aggregate number of shares of restricted stock awarded on October 1, 2004
pursuant to their respective employment agreements in effect at such time and the
aggregate value of such shares at September 30, 2006 was as follows: Mr. Hussey—
23,882, $201,564; and each of Messrs. Biller and Burel—14,328, $120,928. 50% of
each restricted stock grant made pursuant to the respective employment agreements
is subject to time-based restrictions and the other 50% is subject to performance-
based restrictions. The restrictions on 3,980 of Mr. Hussey’s shares and 2,388 of each
of Messrs. Biller’s and Burel’s shares lapsed on each of December 1, 2005 and
December 1, 2006 and 3,980 of Mr. Hussey’s shares and 2,388 of each of Messrs.
Biller’s and Burel’s shares are scheduled to lapse on December 1, 2007.
2006 Form 10-K Annual Report
Spectrum Brands, Inc.