Rayovac 2008 Annual Report Download - page 209

(j) “Statute” shall mean Sections 180.850 through 180.859, inclusive, of the WBCL, as the same shall then be in effect, but, in the case of
any such amendment or successor provision, only to the extent such amendment or successor provision permits or requires the Corporation to provide broader
indemnification rights than the Statute permitted or required the Corporation to provide prior to such amendment or effectiveness of such successor provision.
VIII.2Mandatory Indemnification. To the fullest extent permitted or required by the Statute, the Corporation shall indemnify a Director or Officer against
all Liabilities incurred by or on behalf of such Director or Officer in connection with a Proceeding in which the Director or Officer is a Party because he or she is
a Director or Officer.
VIII.3Procedural Requirements.
(a) A Director or Officer who seeks indemnification under Section VIII.2 shall make a written request therefor to the Corporation. Subject to
Section VIII.3(b), within sixty days of the Corporation’s receipt of such request, the Corporation shall pay or reimburse the Director or Officer for the entire
amount of Liabilities incurred by the Director or Officer in connection with the subject Proceeding (net of any Expenses previously advanced pursuant to Section
VIII.5).
(b) No indemnification shall be required to be paid by the Corporation pursuant to Section VIII.2 if, within such sixty-day period, (i) a
Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer requesting indemnification engaged in misconduct constituting a
Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.
(c) In either case of nonpayment pursuant to Section VIII.3(b), the Board shall immediately authorize by resolution that an Authority, as
provided in Section VIII.4, determine whether the Director’s or Officer’s conduct constituted a Breach of Duty and, therefore, whether indemnification should be
denied hereunder.
(d) (i) If the Board does not authorize an Authority to determine the Director’s or Officer’s right to indemnification hereunder within such
sixty-day period and/or (ii) if indemnification of the requested amount of Liabilities is paid by the Corporation, then it shall be conclusively presumed for all
purposes that a Disinterested Quorum has determined that the Director or Officer did not engage in misconduct constituting a Breach of Duty and, in the case of
subsection (i) above (but not subsection (ii)), indemnification by the Corporation of the requested amount of Liabilities shall be paid to the Director or Officer
immediately.
VIII.4Determination of Indemnification.
(a) If the Board authorizes an Authority to determine a Director’s or Officer’s right to indemnification pursuant to Section VIII.3, then the
Director or Officer requesting indemnification shall have the absolute discretionary authority to select one of the following as such Authority:
(i) An independent legal counsel; provided, that such counsel shall be mutually selected by such Director or Officer and by a majority vote of a Disinterested
Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board;
(ii) A panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in Madison, Wisconsin; provided, that (A) one
arbitrator shall be selected by such Director or Officer, the second arbitrator shall be selected by a majority vote of a Disinterested Quorum or, if a Disinterested
Quorum cannot be obtained, then by a majority vote of the Board, and the third arbitrator shall be selected by the two previously selected arbitrators, and (B) in
all other respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules; or
(iii) A court pursuant to and in accordance with Section 180.0854 of the Statute.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008