Rayovac 2006 Annual Report Download - page 65

SPECTRUM BRANDS | 2006 ANNUAL REPORT 53
Supplemental Executive Retirement Plan
We provide a supplemental executive retirement plan for eli-
gible employees. The Board of Directors determines which
employees are eligible to participate in the plan. Currently, only
certain executive offi cers participate in the plan. Pursuant to the
plan, we establish an account for each plan participant. Each
October 1, we credit the account of each participant by an
amount equal to 15% of the participant’s base salary. In addition,
each calendar quarter we credit each account by an amount equal
to 2% of the participant’s account value as of the fi rst day of the
plan year containing such calendar quarter. Each participant vests
20% per year in his account after becoming a participant in the
plan, with immediate full vesting occurring upon death, disabil-
ity or a change in control of the Company.
Pension Plan
Mr. Burel participates in a defi ned benefi t pension plan
through Rayovac Europe GmbH. Pursuant to the plan, Mr. Burel is
eligible to receive a fi xed annual retirement payment. The payment
has both a fi xed component and a variable component that is calcu-
lated based on the number of years of service Mr. Burel provides to
the Company. Mr. Burel’s maximum benefi t at retirement is
approximately $40,300 per year (the “Maximum Amount”).
Pursuant to Mr. Burel’s agreement, he is entitled to a base
benefi t of 30% of the Maximum Amount. Mr. Burel’s benefi t
increases based on the number of years of service that he pro-
vides. The percentage of the Maximum Amount that Mr. Burel is
entitled to receive at retirement, above the base amount of 30%,
is increased by (i) 5% for each completed year of service begin-
ning with his sixth and continuing until his tenth year of service,
(ii) 2.5% for each completed year of service beginning with his
eleventh and continuing until his twentieth year of service and
(iii) 2% for each completed year of service beginning with his
twenty-fi rst and continuing until his thirtieth year of service (or
until his retirement benefi t is equal to 100% of the Maximum
Amount). The normal retirement age for Mr. Burel under the
plan is 65.
Based on this formula, Mr. Burel is presently entitled to
receive a benefi t equal to 82% of the Maximum Amount, or
approximately $33,100, upon his retirement. At the normal
retirement age, Mr. Burel would be entitled to a retirement ben-
efi t equal to 100% of the Maximum Amount, or $40,300.
Director Compensation
For fi scal 2007, each of Messrs. Brizius, Schoen, Bowlin, and
Lupo shall be paid an annual retainer of $40,000 (four equal install-
ments of $10,000) for their service as directors; Ms. Thomas shall
be paid an annual retainer of $45,000 (four equal installments
of $11,250) for her service as a director and as Chairperson
of the Nominating and Corporate Governance Committee;
Mr. Carmichael shall be paid an annual retainer of $50,000 (four
equal installments of $12,500) for his service as a director and as
Chairman of the Audit Committee; and Mr. Shepherd shall be
paid an annual retainer of $55,000 (four equal installments of
$13,750) for his service as Chairman of the Compensation
Committee and Lead Director. Each director shall also receive
$1,500 for each meeting of the Board of Directors that they
attend ($750 if participating telephonically) and $1,500 (or
$2,500 in the case of committee chairs) for each meeting of a
committee of the Board of Directors that they attend ($750 or
$1,250, respectively, if participating telephonically). Messrs.
Brizius and Schoen serve as members of the Board of Directors
on behalf of Thomas H. Lee Partners, L.P., and compensation
due Messrs. Brizius and Schoen is paid to Thomas H. Lee Partners
L.P. Further, each of Messrs. Bowlin, Brizius, Carmichael, Lupo,
Schoen and Ms. Thomas were granted 6,833 shares of restricted
stock, and Mr. Shepherd was granted 8,297 shares of restricted
stock on October 16, 2006. The restrictions on such shares lapse
in equal annual installments over a three-year period.
For fi scal 2006, each of Messrs. Bowlin, Carmichael, Shepherd,
Brizius, Schoen and Lupo and Ms. Thomas received $10,000 per
quarter for their service as directors; Mr. Carmichael received an
additional $1,250 per quarter for his service as Chairman of the
Audit Committee; Ms. Thomas received an additional $1,250 per
quarter for her service as Chairperson of the Nominating and
Corporate Governance Committee, and Mr. Shepherd received an
additional $2,500 per quarter for his service as Presiding Director.
Each director also received $1,500 for each meeting of the Board
of Directors that they attended ($750 if they participated telephon-
ically) and $1,500 (or $2,500 in the case of committee chairs) for
each meeting of a committee of the Board of Directors that they
attended ($750 or $1,250, respectively, if they participated tele-
phonically). Mr. Bowlin received $61,750, Mr. Carmichael
received $74,250, Mr. DeFeo received $11,500 (Mr. DeFeo
resigned from the Board effective December 31, 2005 and was
compensated for one Board meeting only), Mr. Lupo received
$60,250, Mr. Brizius received $48,250, Mr. Schoen received
$46,760, Mr. Shepherd received $73,250 and Ms. Thomas received
$70,750 for their service as our directors and for attending meet-
ings of our Board of Directors and committees in fi scal 2006.
Directors who are also our employees receive no compensa-
tion for serving on the Board of Directors, but are reimbursed
for their out-of-pocket expenses in attending meetings of the
Board of Directors.
Employment Agreements
We entered into amended and restated employment agree-
ments with each of Kent J. Hussey and Kenneth V. Biller effective as
of April 1, 2005 and with David A. Jones effective as of October 1,
2005. We entered into an employment agreement with John A. Heil
effective as of April 1, 2005. One of our German subsidiaries
entered into an amended and restated employment agreement with
Rèmy E. Burel effective as of April 1, 2005, which agreement was
further amended on June 30, 2005.
2006 Form 10-K Annual Report
Spectrum Brands, Inc.