Rayovac 2008 Annual Report Download - page 85

Table of Contents
Index to Financial Statements
Fiscal 2008 LTIP performance goal established by the Compensation Committee, then the executive would be eligible to earn 100% of the target cash-based
award amount, payable as described below. If the Company achieved less than 80% of the Fiscal 2008 LTIP performance goal, then the executive would receive
no cash-based award under the 2008 LTIP. If the Company achieved at least 80%, but less than 90% of the Fiscal 2008 LTIP performance goal, then the
executive would not earn any of the target cash-based award for Fiscal 2008, but would remain eligible to earn such award, as described below, based on Fiscal
2009 performance. If the Company achieved at least 90%, but less than 100% of the Fiscal 2008 LTIP performance goal, then the executive would be eligible to
earn a stated percentage of the target cash-based award, payable as described below, and would remain eligible to earn any remaining unearned portion of the
award, as described below, based on Fiscal 2009 performance. For performance in excess of the Fiscal 2008 LTIP performance goal, such executive would have
received an award in excess of the target cash-based award amount, up to 200% of such target cash-based award amount for achieving 140% of the Fiscal 2008
LTIP performance goal. For any cash-based LTIP award so earned based on Fiscal 2008 performance, 50% of such earned amount was paid in December 2008
and the remaining 50% of such cash award would be payable on or before December 31, 2009; provided, that the executive’s employment with the Company has
not been terminated with cause by the Company or voluntarily by the executive prior to such date. Where an executive earned less than 100% of the target award
amount based on Fiscal 2008 performance but retains the opportunity to earn the remainder of such cash-based award amount based on Fiscal 2009 performance,
if the Company achieves 102.5% of the Fiscal 2009 LTIP performance goal or goals established by the Compensation Committee, then such executive would be
eligible to earn the remainder of such cash-based award, which would then be payable in equal amounts on or before December 31, 2009 and December 31,
2010. If such Fiscal 2009 performance goals were not met, the executive would lose the ability to earn such remaining cash-based award. Based on Fiscal 2008
performance, LTIP participants earned only 55% of the restricted shares awarded under the equity-based Fiscal 2008 LTIP. However, they retain the opportunity
to earn the remainder of such shares based on Fiscal 2009 performance, if the Company achieves 102.5% of the Fiscal 2009 LTIP performance goal established
by the Compensation Committee. If such level of performance is achieved, then the restrictions on 50% of the award would lapse annually on each of
December 1, 2009 and December 1, 2010; provided, that the executive’s employment with the Company has not been terminated with cause by the Company or
voluntarily by the executive prior to such vesting date.
As a retention mechanism for Fiscal 2008, the Compensation Committee guaranteed that each of Mr. Hussey, Mr. Genito, Mr. Heil, Mr. Lumley and
Ms. Yoder would receive a 2008 LTIP cash-based award equal to at least 100% of the target cash-based award amount; provided, that such executive’s
employment with the Company had not been terminated with cause by the Company or voluntarily by the executive prior to the payment date.
Pursuant to the separation agreement executed by Ms. Yoder and the Company, she retained the right to receive both the equity-based and cash based
portions of her 2008 LTIP award. With respect to the equity-based portion of Ms. Yoder’s 2008 LTIP award, the restrictions on those shares shall lapse in
accordance with the terms of that award as if Ms. Yoder’s employment had not ended. The earned portion of Ms. Yoder’s cash-based 2008 LTIP award was paid
in December 2008.
The chart below reflects the 2008 cash-based LTIP award amounts earned by each of the named executive officers, expressed as a percentage of target
award amount, based on the Company’s performance in light of the performance goals established by the Compensation Committee. The dollar amount of the
awards for each named executive are set forth in the “Summary Compensation Table” beginning on page 88.
Named Executive LTIP Award as % of Target
Kent J. Hussey 116%
Anthony L. Genito 100%
David R. Lumley 120%
John A. Heil 100%
Amy J. Yoder 100%
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008