Rayovac 2006 Annual Report Download - page 67

SPECTRUM BRANDS | 2006 ANNUAL REPORT 55
Pursuant to their agreements, Messrs. Jones, Heil, Hussey,
Biller and Burel are entitled to participate in the Company’s
equity-based compensation plans. Messrs. Heil, Hussey, Biller
and Burel received restricted stock grants under our 2004
Incentive Plan (the “2004 Plan”) which are described in the
Summary Compensation table. The restrictions lapse on all grants
in the event of a change in control, as defi ned in the Plan. Upon
the termination of a recipient’s employment with us for any rea-
son, such recipient shall forfeit to us all shares for which restric-
tions have not lapsed as of the date of such termination. (For
additional, updated information about restricted stock awards
made to the Named Executive Offi ces and related vesting peri-
ods, please see the Summary Compensation Table and corre-
sponding footnotes above).
Mr. Jones was awarded on October 1, 2006, and will be
awarded on October 1, 2007 and October 1, 2008, shares of
Common Stock with a Fair Market Value, as defi ned in the 2004
plan, equal to the greater of $2,225,000 or 225% of his base sal-
ary then in effect. 50% of the shares granted or scheduled to be
granted on each of these days are subject to time-based restric-
tions which lapse in equal installments over a three-year period,
and 50% are subject to lapse in equal installments over a three-
year period if certain performance objectives are met. Messrs.
Heil, Hussey, Biller and Burel were awarded in fi scal 2006, and
will be awarded in fi scal 2007 (or, in the case of Mr. Burel, each suc-
ceeding fi scal year for as long as his agreement remains in effect),
shares of Common Stock with a Fair Market Value equal to 150%,
125%, 125% and 100%, respectively, of their base salaries then
in effect, subject to certain vesting requirements. 50% of the
shares granted or scheduled to be granted on each of these days
are subject to time-based restrictions which lapse in equal install-
ments over a three-year period, and 50% are subject to lapse in
equal installments over a three-year period if certain performance
objectives are met. Restrictions lapse on all grants in the event of a
change in control, as defi ned in the 2004 Plan. Upon the termina-
tion of a recipient’s employment with us for any reason, such recip-
ient shall forfeit to us all shares for which restrictions have not
lapsed as of the date of such termination.
Mr. Jones was paid a $2,200,000 retention bonus on October 1,
2005 pursuant to the terms of his employment agreement as in
effect immediately prior to the October 1, 2005 amendments to his
employment agreement.
Compensation Committee Interlocks and
Insider Participation
The Compensation Committee of the Board of Directors is
made up of William P. Carmichael, John S. Lupo and Thomas R.
Shepherd. Mr. Carmichael was elected to the Compensation
Committee in November 2005. No member of our Compensation
Committee is currently or has been, at any time since our forma-
tion, one of our offi cers or employees. None of our executive
offi cers serves as a member of the board of directors or compen-
sation committee of any entity that has one or more executive
offi cers serving as a member of our Board of Directors or
Compensation Committee.
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table sets forth information regarding benefi cial
ownership of our Common Stock as of December 4, 2006, by:
• each person who is known by us to benefi cially own more
than 5% of the outstanding shares of our Common Stock
(each, a “5% Shareholder”);
• our Chief Executive Offi cer and each of the other four
most highly compensated executive offi cers serving as of
September 30, 2006;
• each of our directors; and
• all of our directors and executive offi cers as a group.
Benefi cial ownership is determined in accordance with the
rules of the SEC. Determinations as to the identity of 5%
Shareholders is based upon fi lings with the SEC and other pub-
licly available information. Except as otherwise indicated, we
believe, based on the information furnished or otherwise avail-
able to us, that each person or entity named in the table has sole
voting and investment power with respect to all shares of
Common Stock shown as benefi cially owned by them, subject to
applicable community property laws. The percentage of benefi -
cial ownership set forth below is based upon 52,474,049 shares
of Common Stock issued and outstanding as of the close of busi-
ness on December 4, 2006. In computing the number of shares of
Common Stock benefi cially owned by a person and the percentage
ownership of that person, shares of Common Stock that are subject
to options held by that person that are currently exercisable or
exercisable within 60 days of December 4, 2006, are deemed out-
standing. These shares are not, however, deemed outstanding for
the purpose of computing the percentage ownership of any other
person. Unless otherwise noted below, the address of each benefi -
cial owner listed in the table is c/o Spectrum Brands, Inc.,
6 Concourse Parkway, Suite 3300, Atlanta, Georgia 30328.
2006 Form 10-K Annual Report
Spectrum Brands, Inc.