Rayovac 2008 Annual Report Download - page 113

Table of Contents
Index to Financial Statements
Anthony L. Genito
Termination Scenarios
Component
Voluntary/
For Cause/
Retirement
Without
Cause Death Disability
Change In Control
(CIC & Exec Term)
Cash Severance(1) $ — $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000
Retention Award(2) $ — $ 562,500 $ — $ — $ 562,500
LTIP Cash(3) $ — $ 187,500 $ 187,500 $ 187,500 $ 187,500
Equity
Time-Lapse Restricted Stock(4) $ — $ 45,254(4a) $ 45,254(4a) $ 45,254(4a) $ 116,476(4b)
Performance-accelerated Restricted Stock(5) $ — $ — $ — $ — $ 5,588(5a)
Performance Shares(6) $ — $ 106,370 $ 106,370 $ 106,370 $ 106,370
Total $ — $ 151,624 $ 151,624 $ 151,624 $ 334,804
Retirement Benefits
NQ Defined Contribution Benefit (SERP)(7) $ — $ — $ — $ — $ —
Other Benefits
Health and Welfare(8) $ — $ 80,000 $ 80,000 $ 80,000 $ 80,000
Tax Gross-Up(9) $ — $ — $ — $ — $ —
Total (10) $ — $ 2,481,624 $ 1,919,124 $ 1,919,124 $ 2,664,804
(1) Reflects cash severance of two times the sum of Mr. Genito’s base salary and target MIP award. Payments will be made in monthly installments over a
period of 24 months.
(2) Amounts reflect the remaining portion of the retention incentive that would be paid in full for termination without cause, for good reason or upon a change
in control.
(3) Amount represents the accelerated cash-based LTIP award benefit that was earned in Fiscal 2008 but would have been paid in November of 2009.
(4) Amounts reflect restricted stock awards where restrictions lapse upon termination according to provisions under the award’s respective equity agreements.
(4a) Reflects 32,557 shares of unvested restricted stock that will continue to vest upon termination without cause, death or disability. The value is calculated
using the stock price at the fiscal year end ($1.39 per share).
(4b) Reflects 41,898 shares of unvested shares of restricted stock that will immediately vest upon change in control. Change in control value is calculated using
the highest stock price during the 60 day period prior to the termination using an assumed September 30, 2008 termination date ($2.78 per share), pursuant
to the applicable incentive plan governing documents.
(5) Amounts reflect restricted stock awards where restrictions lapse upon termination according to provisions under the award’s respective equity agreements.
(5a) Reflects 2,010 shares of unvested shares of performance-accelerated restricted stock that will immediately vest upon change in control. Change in control
value is calculated using the highest stock price during the 60 day period prior to the termination using an assumed September 30, 2008 termination date
($2.78 per share), pursuant to the applicable incentive plan governing documents.
(6) Reflects 76,525 shares of restricted stock awarded under performance share awards. Awards continue to vest according to plan provisions upon termination
without cause, death or disability. All restrictions lapse and the awards become fully vested in the event of a change in control. Change in control value is
calculated using the highest stock price during the 60 day period prior to the termination using an assumed September 30, 2008 termination date ($2.78 per
share), pursuant to the applicable incentive plan governing documents. For all other termination scenarios, the value is calculated using the stock price at the
fiscal year end ($1.39 per share).
(7) Mr. Genito does not participate in the nonqualified deferred compensation plan and therefore has no account balance.
(8) Reflects 24 months of health and welfare benefit continuation for Mr. Genito and his dependents.
(9) The executive would owe an excise tax payment if a change in control occurred at fiscal year end according to section 280G under the Internal Revenue
Code but the Company does not provide any tax gross-up payment to cover this tax.
(10) These amounts take into account only programs or agreements in place prior to the end of Fiscal 2008. These amounts do not take into account amounts that
would be payable to the executive in the event of the termination of such executive’s employment or a change in control pursuant to the additional incentive
structure entered into following the end of Fiscal 2008, under which the executive would be entitled to receive an additional amount equal to fifty percent of
such executive’s target LTIP amount, based on such executive’s salary as of the end of Fiscal 2008, contingent upon continued employment and payable in
two installments, the first of which occurred in November 2008 and the second of which will be made on or before December 31, 2009. For more
information on this incentive plan, please see the discussion under Long Term Incentive Plan on page 78.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008