Rayovac 2008 Annual Report Download - page 106

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(iv) a breach by the Company of any of its other material obligations under Mr. Genito’s employment agreement, if not cured within thirty
(30) days after written notice of such breach; or
(v) the failure of the Company to obtain the agreement of any successor to the Company to assume and agree to perform Mr. Genito’s employment
agreement.
As discussed under the heading “Retention Agreements,” beginning on page 82, Mr. Genito is also party to a retention agreement between Mr. Genito and
the Company dated as of June 9, 2008 (“Mr. Genito’s retention agreement”). Mr. Genito’s retention agreement provides that in the event that prior to
December 31, 2009 (i) Mr. Genito’s employment with the Company is considered to have been terminated by the executive for good reason (as defined in
Mr. Genito’s employment agreement and described above under “Termination in the event that Mr. Genito elects to invoke his right to terminate his employment
for good reason”) or (ii) the Company terminates Mr. Genito’s employment without cause (as defined in Mr. Genito’s employment agreement), the executive
would be entitled to receive any portion of the total potential award that has not yet been paid.
David R. Lumley
Mr. Lumley is a party to an amended and restated employment agreement between Mr. Lumley and the Company dated as of January 16, 2007, as
amended on November 10, 2008 ( “Mr. Lumley’s employment agreement”). Mr. Lumley’s employment agreement contains the following provisions applicable
upon the termination of Mr. Lumley’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 the Mr. Lumley is terminated for cause (as
defined in the applicable employment agreement) or terminates his employment voluntarily, other than for good reason (as defined below), the executive’s salary
and other benefits provided under his employment agreement cease at the time of such termination and such executive is entitled to no further compensation
under his employment agreement. Notwithstanding this, the executive 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 the executive accrued pay and benefits.
Termination without Cause or for Death or Disability. If the employment of Mr. Lumley with the Company is terminated by the Company without cause
or due to the executive’s death or disability, the terminated executive 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. Lumley two times the sum of (i) the executive’s base salary in effect immediately prior to the executive’s termination and (ii) 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
ending immediately prior to the fiscal year in which the executive was terminated ratably over the 24-month period immediately following the
executive’s termination (the “Lumley Cash Severance”);
• pay Mr. Lumley the pro rata portion of the target annual bonus for the fiscal year in which the termination occurs promptly following the
executive’s termination; and
• for the greater of (i) the 24-month period immediately following such termination or (ii) the time remaining until September 30, 2010, arrange to
provide the executive and his dependents with the insurance and other benefits generally made available from time to time by the Company to its
executive officers who report to the Chief Executive Officer, on a basis substantially similar to those provided to the executive and his or her
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. Lumley’s employment
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008