Rayovac 2009 Annual Report Download - page 110

Table of Contents
Index to Financial Statements
Termination of Mr. Hussey without Cause or as a result of Death or Disability. If Mr. Hussey’s employment with the Company ends as a result of a
termination of his employment by the Company without cause, or as a result of Mr. Hussey’s death or disability, or by virtue of a non−renewal of the
employment agreement and Mr. Hussey executes a separation agreement with a release of claims agreeable to the Company, Mr. Hussey would be entitled
to receive the payments and benefits set forth below.
• The Company will pay to Mr. Hussey, as severance, an amount in cash equal to two times the sum of (i) Mr. Hussey’s base salary then in
effect, and (ii) Mr. Hussey’s target annual bonus (the “Hussey Cash Severance”). These amounts are to be paid to Mr. Hussey in a lump sum
payment. Additionally, the Company will pay to Mr. Hussey an amount equal to the pro rata portion of the annual bonus Mr. Hussey actually
would have earned for the fiscal year in which termination occurs. This amount is to be paid to Mr. Hussey at the time such bonus would have
been paid had Mr. Hussey’s employment not ceased.
• With respect to insurance and other benefits which Mr. Hussey is entitled to receive as described above in the paragraph entitled “Employment
relationship ends for any reason,” for the greater of the 24−month period immediately following such termination or the period ending on
September 30, 2012, the Company will arrange to provide insurance, pension and all other benefits as are generally made available by the
Company to its executive officers from time to time, including, without limitation, any SERP and/or medical expenses reimbursement plans,
including the MERP, to Mr. Hussey and his dependents on a basis substantially similar to those provided to the Executive and his dependents
by the Company immediately prior to the date of termination, at no greater cost to the Executive than the cost to the Executive immediately
prior to such date. These benefits cease immediately upon the discovery by the Company of Mr. Hussey’s breach of the agreements not to
compete, not to solicit customers or employees and to maintain the confidentiality of secret processes and confidential information provisions
included in Mr. Hussey’s employment agreement, which extend, for a period of two years after his termination. In addition, these benefits will
be reduced to the extent benefits of the same type are received by or made available to Mr. Hussey during the 24−month period following the
termination of Mr. Hussey’s employment; provided, however, that the Company will reimburse Mr. Hussey for the excess, if any, of the cost of
such benefits to Mr. Hussey over such cost immediately prior to the date of termination.
• Any outstanding awards made pursuant to the 2009 Incentive Plan that vest based solely on time will become fully vested immediately.
Constructive Termination. Mr. Hussey’s employment agreement permits Mr. Hussey, under certain circumstances, to terminate his employment
relationship upon the occurrence of a constructive termination (as defined below). The election by Mr. Hussey to terminate his employment as a result of the
occurrence of an event of constructive termination is, for the purposes of Mr. Hussey’s employment agreement, as well as any stock option agreements or
restricted stock award agreements between the Company and Mr. Hussey, treated as a termination by the Company without cause. As such, it would entitle
Mr. Hussey, contingent upon his execution of a separation agreement with a release of claims agreeable to the Company, to receive those benefits described
above under “Termination of Mr. Hussey without Cause or as a result of Death or Disability”. Constructive termination under Mr. Hussey’s employment
agreement is defined, in general, as the occurrence of any of the following events without Mr. Hussey’s consent:
(i) any reduction in Mr. Hussey’s annual base salary, target annual bonus or target long term incentive award;
(ii) the required relocation of Mr. Hussey’s place of principal employment to an office more than 50 miles from his current office, or the
requirement by the Company that Mr. Hussey be based at an office other than the Company’s current office on an extended basis;
(iii) a substantial diminution or other substantive adverse change in the nature or scope of Mr. Hussey’s responsibilities, authorities, powers,
functions or duties; or
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