Rayovac 2008 Annual Report Download - page 233

EXHIBIT B
SUMMARY OF CONSIDERATION TO YODER
PURSUANT TO PARAGRAPH II
1. Cash Payments. Yoder will be entitled to cash payments from Spectrum, as follows:
A. Base salary continuation in an amount equal to $500,000, paid in accordance with the following schedule: 15 equal monthly installments of $33,333.33
on November 30, 2008 and on the 30th day of each succeeding month (and the last day of each February) until and including January 30, 2010.
B. Bonus continuation in an amount equal to the amount that Yoder would have received, based on the performance of Spectrum and other agreements
with respect thereto, under Section 3(b) of the Employment Agreement (and including the June 9, 2008 amendment to the Employment Agreement) for fiscal
year 2008 if her employment had not been terminated before the date on which this bonus payment is made, paid in accordance with the following schedule: 15
equal monthly installments of 1/15th of such amount on November 30, 2008 and on the 30th day of each succeeding month (and the last day of each February)
until and including January 30, 2010.
C. A bonus payment for the fiscal year ending September 30, 2008, to be paid in 2008 when bonuses are otherwise payable to Spectrum employees under
Spectrum’s Management Incentive Plan, in an amount equal to the amount that Yoder would have received, based on the performance of Spectrum and other
agreements with respect thereto, under Section 3(b) of the Employment Agreement (and including the June 9, 2008 amendment to the Employment Agreement)
for that fiscal year if her employment had not been terminated before the date on which this bonus payment is made.
D. A payment for the fiscal year ending September 30, 2008 under Spectrum’s Long Term Incentive Plan, in an amount equal to $250,000, to be paid in
2008 when bonuses under Spectrum’s Long Term Incentive Plan are otherwise payable to Spectrum employees.
E. An amount equal to the value of Yoder’s unused portion of her yearly four weeks of vacation, to be paid no later than October 31, 2008.
F. A payment in the amount of $225,000, payable on December 31, 2008.
The cash payments described above will be made net of any Federal, state or local income, employment or other taxes required to be withheld.
2. Welfare Benefit Continuation. For the 15-month period beginning on November 1, 2008, Yoder will be permitted to continue participating in the following
plans at the same levels as those provided to Yoder and her dependents by Spectrum on October 8, 2008, with the cost of each such benefit for any plan year to
be borne by Yoder and Spectrum in the same proportions as they are borne by then-current Executive Committee members and Spectrum for the plan year:
i. Medical and dental insurance;
ii. Life insurance;
iii. Supplemental executive life insurance;
iv. Long-term disability insurance; and
v. Supplemental long-term disability insurance.
Yoder acknowledges that the provision of medical and dental insurance coverage pursuant to Paragraph 2(A)(i) above will satisfy Spectrum’s obligations to
provide continuation coverage under Code section 4980B. In all cases, reimbursements of medical and dental expenses will be made in accordance with the terms
and conditions of the plans maintained by Spectrum for its employees generally and, without limiting the foregoing, to the extent that Yoder is provided medical
and dental
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008