Rayovac 2008 Annual Report Download - page 114

Table of Contents
Index to Financial Statements
David R. Lumley
Termination Scenarios
Component
Voluntary/
For Cause/
Retirement
Good
Reason
(1 yr Upon
Sale of
Legacy)
Good
Reason
(No Sale of
Legacy)
Without
Cause Death Disability
Change In
Control(9)
(1 yr Upon
Sale of
Legacy)
Change In
Control(10)
(No Sale of
Legacy)
Cash
Severance(1)
$ — $ 2,823,030 $ 2,823,030 $ 2,823,030 $ 2,823,030 $ 2,823,030 $ 2,823,030 $ 2,823,030
Retention
Award(2) $ — $ 787,500 $ 787,500 $ 787,500 $ — $ — $ 787,500 $ 787,500
LTIP Cash(3) $ — $ 433,125 $ 433,125 $ 433,125 $ 433,125 $ 433,125 $ 433,125 $ 433,125
Equity
Time-Lapse
Restricted
Stock(4)
$ — $ 334,608(4a) $ 334,608(4a) $ 334,608(4a) $ 334,608(4a) $ 334,608(4a) $ 808,216(4b) $ 808,216(4b)
Performance
Shares(5)
$ — $ 43,646 $ 43,646 $ 43,646 $ 43,646 $ 43,646 $ 87,292 $ 87,292
Total $ — $ 378,254 $ 378,254 $ 378,254 $ 378,254 $ 378,254 $ 895,508 $ 895,508
Retirement
Benefits
NQ
Defined
Contribution
Benefit
(SERP)(6)
$ 67,777(6a) $ 130,082(6a) $ 130,082(6a) $ 130,082(6a) $ 323,790(6b) $ 325,204(6c) $ 325,204(6c) $ 325,204(6c)
Other Benefits
Health
and
Welfare(7)
$ — $ 80,000 $ 80,000 $ 80,000 $ 80,000 $ 80,000 $ 80,000 $ 80,000
Tax
Gross-Up(8) $ — $ — $ — $ — $ — $ — $ — $ —
Total (11) (11 $ 67,677 $ 4,631,991 $ 4,631,991 $ 4,631,991 $ 4,038,199 $ 4,039,613 $ 5,344,367 $ 5,344,367
(1) Reflects cash severance payment of two times the sum of the executive’s current base salary and the actual 2007 fiscal year bonus (except in the case of termination for good reason or
change in control in relation to the sale of the Batteries and Global Battery Personal Care and provided that the executive continues employment for one year following such sale, the target
bonus amount the executive would be eligible to receive if the Company met 100% of the applicable performance goals in the fiscal year of such sale (i.e. 2008) is used). 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 240,725 shares of unvested restricted stock that will continue to vest upon termination for good reason, without cause, death, or disability. The value is calculated using the stock
price at the fiscal year end ($1.39 per share).
(4b) Reflects 290,725 shares of unvested 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) Reflects 31,400 shares of unvested restricted stock issued under performance share awards. Awards continue to vest according to plan provisions upon termination for good reason, without
cause, death or disability. All restrictions lapse and the award becomes 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.
In all other cases, the value is calculated using the stock price at the fiscal year end ($1.39 per share).
(6) Mr. Lumley has previously elected to receive payout of his SERP balance on the next January 1 following his termination date. As a result of the application of Section 409A of the
Internal Revenue Code, the value of the payment would be paid on April 1, 2008. Upon death, payment of account balance is made immediately with two additional contribution payments
of $78,750 being made on October 1, 2008 and October 1, 2009. Following the end of Fiscal 2008, the Company froze the SERP and fully vested all participants and account balances of
active participants as of the date the SERP was frozen will be paid their entire balance in January 2009.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008