Rayovac 2008 Annual Report Download - page 104

Table of Contents
Index to Financial Statements
Constructive Termination. Mr. Hussey’s employment agreement permits Mr. Hussey, under certain circumstances, to terminate his employment
relationship upon the occurrence of a constructive termination (as defined below). The election by Mr. Hussey to terminate his employment as a result of the
occurrence of an event of constructive termination is, for the purposes of Mr. Hussey’s employment agreement, as well as any stock option agreements or
restricted stock award agreements between the Company and Mr. Hussey, treated as a termination by the Company without cause. As such, it would entitle
Mr. Hussey, contingent upon his execution of a separation agreement with a release of claims agreeable to the Company, to receive those benefits described
above under “Termination of Mr. Hussey without Cause or as a result of Death or Disability”. Constructive termination under Mr. Hussey’s employment
agreement is defined as the occurrence of any of the following events without Mr. Hussey’s consent:
(i) any reduction in Mr. Hussey’s annual base salary;
(ii) the required relocation of Mr. Hussey’s place of principal employment to an office more than 50 miles from his current office, or the requirement by
the Company that Mr. Hussey be based at an office other than the Company’s current office on an extended basis;
(iii) a substantial diminution or other substantive adverse change in the nature or scope of Mr. Hussey’s responsibilities, authorities, powers, functions or
duties; or
(iv) a breach by the Company of any of its other material obligations under Mr. Hussey’s employment agreement, if not cured within 30 days after
written notice of such breach.
Change in Control. Under Mr. Hussey’s employment agreement, Mr. Hussey may elect to terminate his employment within 60 days following a change in
control (as generally defined under the incentive plans), and, if Mr. Hussey executes a separation agreement with a release of claims agreeable to the Company,
then such termination by Mr. Hussey will be treated as a termination by the Company without cause, and Mr. Hussey would be entitled to the benefits described
above under “Termination of Mr. Hussey without Cause or as a result of Death or Disability”, except that instead of the Hussey Cash Severance, the Company
will pay to Mr. Hussey as cash severance an amount in cash equal to double the sum of (i) Mr. Hussey’s base salary then in effect and (ii) the annual bonus (if
any) earned pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which such termination occurs, which will
be the full amount of such bonus even if Mr. Hussey terminates his employment before the end of such fiscal year. The Company may require that Mr. Hussey
remain employed by the Company for up to a maximum of 3 months following the change in control.
As discussed under the heading “Retention Agreements,” beginning on page 82, Mr. Hussey is also party to a retention agreement between Mr. Hussey and
the Company dated as of November 10, 2008 (“Mr. Hussey’s retention agreement”). Mr. Hussey’s retention agreement provides that in the event that prior to
December 31, 2009 (i) Mr. Hussey’s employment with the Company is considered to have been terminated by the executive as a result of Constructive
Termination (as defined in Mr. Hussey’s employment agreement and described above under “Constructive Termination”) or (ii) the Company terminates
Mr. Hussey’s employment without Cause (as defined in Mr. Hussey’s employment agreement), the executive would be entitled to receive any portion of the total
potential award that has not yet been paid.
Anthony L. Genito
Mr. Genito is party to an employment agreement between such executive and the Company dated as of June 9, 2008 (“Mr. Genito’s employment
agreement”). Mr. Genito’s employment agreement contains the following provisions applicable upon the termination of Mr. Genito’s employment with the
Company or in the event of a change in control of the Company.
Termination for Cause or voluntary termination by the executive (other than for good reason). In the event that Mr. Genito is terminated for cause (as
defined in Mr. Genito’s employment agreement) or terminates his employment voluntarily, other than for good reason (as defined below), Mr. Genito’s salary
and other benefits
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008