Rayovac 2006 Annual Report Download - page 66

54 SPECTRUM BRANDS | 2006 ANNUAL REPORT
The agreements with Messrs. Heil, Hussey and Biller expire
on September 30, 2008, and the agreement with Mr. Jones
expires on September 30, 2009. Mr. Burel’s agreement has no
specifi ed term, but either party may terminate the agreement
at any time upon providing six months’ notice. Each of these
agreements provides that the executive offi cer has the right to
resign and terminate his respective agreement at any time upon
at least 60 days’ notice (six months’ notice in the case of Mr. Burel).
Upon such resignation, the Company must pay any unpaid base sal-
ary through the date of termination to the resigning executive offi -
cer. Mr. Jones has the option to relinquish the Chief Executive
Offi cer position on October 1, 2008 and remain as an employee
through September 30, 2009, subject to a reduction in his salary
and bonus.
The agreements with Messrs. Heil, Hussey and Biller provide
generally that upon our termination of the executive offi cer’s
employment without cause or for death or disability, we will pay
to the terminated executive offi cer, or such executive offi cer’s
estate, two times the executive offi cer’s base salary and annual
bonus, to be paid out over the following 24 months. Mr. Burel is
entitled to three times his base salary and annual bonus, to be
paid out over the 36 months following such termination. The
agreements with Messrs. Heil, Hussey and Biller also provide
that if the executive offi cer resigns upon the occurrence of speci-
fi ed circumstances that would constitute a “constructive termina-
tion,” or in the case of Mr. Heil, “good reason” (as defi ned therein),
the executive offi cer’s resignation shall be treated as a termina-
tion by us without cause and entitle the executive to the pay-
ments specifi ed above.
The agreement with Mr. Jones provides that upon our termina-
tion of employment due to death or disability, we will pay Mr. Jones
or his estate, as applicable, (i) his base salary over the following 24
months, (ii) double the pro rata portion of the annual bonus payable
to Mr. Jones (unless the Board determines to pay a greater
amount in its sole discretion) and (iii) additional salary of $18,500
annually for the remainder of the term. Upon our termination of
Mr. Jones’ employment without cause, we will pay him (i) his
base salary for the remainder of the term (or 24 months follow-
ing such termination, if greater), (ii) his annual bonus (provided
we achieve our performance goals) for the remainder of the term
(or 24 months following such termination, if greater), and (iii)
additional salary of $18,500 annually for the remainder of the
term (or 24 months following such termination, if longer).
Mr. Jones’ employment agreement provides that if his employ-
ment is terminated by the Company without cause he will receive
the following: (i) his base salary; (ii) his annual bonus, in an amount
equal to the bonus paid in the full fi scal year immediately prior to
his termination, shall continue to be paid until the fi rst to occur of
the remaining period of the term, twenty-four (24) months fol-
lowing his termination, or his breach of certain provisions of the
agreement; (iii) his additional salary of $18,500; and (iv) certain
other additional benefi ts and post-retirement benefi ts until the fi rst
to occur of the remaining period of the term, twenty-four (24)
months following his termination, or his breach of certain provi-
sions of the agreement.
The agreements with Messrs. Jones, Hussey and Biller pro-
vide each executive with the option to elect to terminate his
employment within a certain number of days following a “change
in control” of the Company (as defi ned in each of their respective
agreements). If either Messrs. Jones, Hussey or Biller elect to
terminate their employment within the specifi ed period follow-
ing a “change in control,” their termination will be deemed to be
a termination by the Company without cause, and they will
receive their respective payments as described above.
Under each agreement, we have the right to terminate the
executive offi cer’s employment for “cause” (as defi ned therein), in
which event we shall be obligated to pay to the terminated execu-
tive offi cer any unpaid base salary accrued through the date of ter-
mination. Under each agreement, each executive has the right to
terminate his employment upon providing us with sixty (60) days
(or six months in the case of Mr. Burel) written notice. A voluntary
termination by the executive is treated by each employment agree-
ment as a termination by the Company for “cause” (except for
Messrs. Jones, Hussey and Biller following a change in control,
Messrs. Jones and Hussey in the case of a constructive termination
or Mr. Burel following a voluntary termination for good reason,
each as described above) and entitles the executive to the payments
stated earlier in this paragraph. Each agreement also provides that,
during the term of the agreement or the period of time served as
an employee or director, and for one year thereafter, the executive
offi cer shall not provide services of the same or similar kind that he
provides to us, have a signifi cant fi nancial interest in any of our
competitors, or solicit any of our customers or employees.
Under their respective agreements, beginning April 1, 2005,
Mr. Heil became entitled to a base salary of $350,000; Mr. Hussey
became entitled to a base salary of $525,000 per annum; Mr. Biller
became entitled to a base salary of $450,000 per annum and
Mr. Burel became entitled to a base salary of Euro 375,000 and,
beginning October 1, 2005, Mr. Jones became entitled to a base
salary of $900,000 plus additional salary of $18,500 for miscella-
neous expenses. Our Board of Directors will review these base
salaries from time to time and may increase them in its discre-
tion. Each executive offi cer also is entitled to an annual bonus
based upon our achieving certain annual performance goals
established by the Board of Directors.
2006 Form 10-K Annual Report
Spectrum Brands, Inc.