Rayovac 2008 Annual Report Download - page 79

Table of Contents
Index to Financial Statements
The Compensation Committee has designed the Company’s executive compensation programs so that, at target levels of performance and absent
guarantees of minimum payout levels given as retention devices (described below under the headings “Management Incentive Plan” and “Long Term Incentive
Plan”), a significant portion of the value of each executive’s annual compensation (consisting of salary and incentive plans) is represented by compensation
based on the Company’s achievement of performance objectives set by the Compensation Committee. However, in applying these compensation programs to
individual circumstances, the percentage of annual compensation based on the Company’s achievement of performance objectives set by the Compensation
Committee varies by individual, and the Compensation Committee is free to design compensation programs that provide for target-level performance based
compensation to be an amount equal to or less than 50% of total annual compensation. For example, for Fiscal 2009, after taking into account certain incentive
plan guarantees made for retention purposes as described below under the headings “Management Incentive Plan” and “Long Term Incentive Plan”, the
percentage of annual compensation based on the Company’s achievement of performance objectives set by the Compensation Committee is as set forth below for
each named executive officer who continues to be employed by the Company:
Named Executive % Performance Based
Kent J. Hussey 22.7%
Anthony L. Genito 16.1%
David R. Lumley 18.9%
John A. Heil 18.9%
The remainder of each executive’s compensation is made up of amounts that do not vary based on performance. For all named executive officers, these
non-performance based amounts are set forth in such executive’s employment agreement and such executive’s retention agreement, as described below, subject
to review and potential increase or augmentation by the Compensation Committee. These amounts are determined by the Compensation Committee taking into
account current market conditions, the Company’s financial condition at the time such compensation levels are determined, compensation levels for similarly
situated executives with other companies, experience level and the duties and responsibilities of such executive’s position, including with respect to Mr. Lumley,
Mr. Heil and Ms. Yoder the relative sizes of the business segments they manage or managed.
Employment Agreements
The Compensation Committee evaluates from time to time the appropriateness of entering into employment agreements or other written agreements with
members of the Company’s management to govern compensation and other aspects of the employment relationship and has generally favored entering into
employment agreements with its executive officers. With respect to the named executive officers who continue to be employed by the Company, at the direction
of the Compensation Committee the Company has entered into the following employment agreements with our current executive officers: (i) an Amended and
Restated Employment Agreement with Mr. Lumley dated January 16, 2007, as amended by that certain Amendment to Amended and Restated Employment
Agreement dated as of November 10, 2008; (ii) an Amended and Restated Employment Agreement with Mr. Heil dated January 16, 2007, as amended by that
certain Amendment to Amended and Restated Employment Agreement dated as of November 10, 2008; (iii) an Amended and Restated Employment Agreement
with Mr. Hussey dated as of April 1, 2005, as amended by that certain Amendment to Amended and Restated Employment Agreement dated as of June 29, 2007
and that certain Second Amendment to Amended and Restated Employment Agreement dated as of June 9, 2008, and (iv) an Employment Agreement dated as of
June 9, 2008 with Mr. Genito. As described below under the heading “Termination and Change in Control Provisions”, following the end of Fiscal 2008 the
Company entered into a separation agreement with Ms. Yoder terminating her then-existing employment agreement dated as of March 17, 2007, as amended by
that certain Amendment to Employment Agreement dated as of June 9, 2008, in connection with the termination of the employment relationship with Ms. Yoder.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008