Rayovac 2008 Annual Report Download - page 105

Table of Contents
Index to Financial Statements
provided under his employment agreement cease at the time of such termination and Mr. Genito is entitled to no further compensation under his employment
agreement. Notwithstanding this, Mr. Genito would be entitled to continue to participate in the Company’s medical benefit plans to the extent required by law.
Further, upon any such termination of employment, the Company would pay to Mr. Genito accrued pay and benefits.
Termination without Cause or for Death or Disability. If the employment of Mr. Genito with the Company is terminated by the Company without cause or
due to Mr. Genito’s death or disability, Mr. Genito is entitled to receive certain post-termination benefits, detailed below, contingent upon execution of a
separation agreement with a release of claims agreeable to the Company. In such event the Company will:
• pay Mr. Genito two times the sum of (i) the executive’s base salary in effect immediately prior to the executive’s termination and (ii) (x) if such
termination occurs on or prior to September 30, 2009, Mr. Genito’s then-current target annual bonus award or (y) if such termination occurs after
September 30, 2009, Mr. Genito’s target annual bonus award for the fiscal year immediately preceding the fiscal year in which such termination
occurs ratably over the 24-month period immediately following the executive’s termination;
• pay Mr. Genito the pro rata portion of the annual bonus (if any) earned by the executive pursuant to any annual bonus or incentive plan maintained
by the Company in respect of the fiscal year in which such termination occurs, to be paid at the time such bonuses are paid to continuing employees
of the Company for such fiscal year, but no later than December 31 immediately following the end of the fiscal year in which such termination
occurs; and
• for the 24-month period immediately following such termination arrange to provide Mr. Genito and his dependents with the insurance and other
benefits on a basis substantially similar to those provided to the executive and his dependents by the Company immediately prior to the date of
termination at no greater cost to the executive or the Company than the cost to the executive and the Company immediately prior to such date. These
benefits will cease immediately upon the discovery by the Company of the executive’s breach of the agreement not to compete and secret processes
and confidentiality provisions included in his employment agreement. Mr. Genito’s employment agreement includes non-competition and
non-solicitation provisions that extend for one year following the executive’s termination and confidentiality provisions that extend for two years
following the executive’s termination.
Termination in the event that Mr. Genito elects to invoke his right to terminate his employment for good reason. Mr. Genito’s employment agreement
permits him, under certain circumstances, to terminate his employment relationship upon the occurrence of an event of good reason. Except as modified by the
next paragraph, the election by Mr. Genito to terminate his employment as a result of the occurrence of an event of good reason is, for the purposes of
Mr. Genito’s employment agreement as well as any stock option agreements or restricted stock award agreements with the Company, treated as a termination by
the Company without cause. As such, it would entitle Mr. Genito, contingent upon such executive’s execution of a separation agreement with a release of claims
agreeable to the Company, to receive the pay and benefits described above under “Termination without Cause or for Death or Disability”. For Mr. Genito, good
reason is defined as the occurrence of any of the following events without Mr. Genito’s consent:
(i) any material reduction in Mr. Genito’s annual base salary;
(ii) the required relocation of such executive’s place of principal employment to an office more than 50 miles, from Mr. Genito’s current office, or the
requirement by the Company that Mr. Genito be based at an office other than the his current office on an extended basis;
(iii) a substantial diminution or other substantive adverse change in the nature or scope of Mr. Genito’s responsibilities, authorities, powers, functions or
duties, provided that the Company may replace Mr. Genito as Chief Accounting Officer of the Company without implicating this subsection;
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008