Rayovac 2009 Annual Report Download - page 111

Table of Contents
Index to Financial Statements
(iv) a breach by the Company of any of its other material obligations under Mr. Hussey’s employment agreement.
In each case, Mr. Hussey may not terminate his employment for constructive termination unless Mr. Hussey (i) provides the Company with 30 days
advance written notice of his intent to resign for constructive termination, (ii) such notice is given within 60 days of the events or circumstances claimed to
give rise to constructive termination, (iii) the Company fails to cure such alleged violation during such 30 day period and (iv) if the Company fails to cure
such alleged violation, Mr. Hussey must terminate his employment within six months of the initial occurrence of the facts or circumstances giving rise to
constructive termination.
Change in Control. Under Mr. Hussey’s employment agreement, Mr. Hussey may elect to terminate his employment within 60 days following a
change in control (as defined under the 2009 Incentive Plan), and, if Mr. Hussey executes a separation agreement with a release of claims agreeable to the
Company, then such termination by Mr. Hussey will be treated as a termination by the Company without cause, and Mr. Hussey would be entitled to the
benefits described above under “Termination of Mr. Hussey without Cause or as a result of Death or Disability”. The Company may require that
Mr. Hussey remain employed by the Company for up to a maximum of 3 months following the change in control.
As discussed under the heading “Retention Agreements,” Mr. Hussey is also party to a retention agreement between Mr. Hussey and the Company
dated as of November 10, 2008 (“Mr. Hussey’s retention agreement”). Mr. Hussey’s retention agreement provides that in the event that prior to
December 31, 2009 (i) Mr. Hussey’s employment with the Company is considered to have been terminated by the executive as a result of constructive
termination (as defined in Mr. Hussey’s employment agreement and described above under “Constructive Termination”) or (ii) the Company terminates
Mr. Hussey’s employment without cause (as defined in Mr. Hussey’s employment agreement), the executive would be entitled to receive any portion of the
total potential award that has not yet been paid.
Anthony L. Genito
Mr. Genito is party to an employment agreement between such executive and the Company dated as of June 9, 2008 (“Mr. Genito’s employment
agreement”). Mr. Genito’s employment agreement contains the following provisions applicable upon the termination of Mr. Genito’s employment with the
Company or in the event of a change in control of the Company.
Termination for Cause or voluntary termination by the executive (other than for good reason). In the event that Mr. Genito is terminated for cause (as
defined in Mr. Genito’s employment agreement) or terminates his employment voluntarily, other than for good reason (as defined below), Mr. Genito’s
salary and other benefits provided under his employment agreement cease at the time of such termination and Mr. Genito is entitled to no further
compensation under his employment agreement. Notwithstanding this, Mr. Genito would be entitled to continue to participate in the Company’s medical
benefit plans to the extent required by law. Further, upon any such termination of employment, the Company would pay to Mr. Genito accrued pay and
benefits.
Termination without Cause or for Death or Disability. If the employment of Mr. Genito with the Company is terminated by the Company without
cause or due to Mr. Genito’s death or disability, or by virtue of a non−renewal of the employment agreement, Mr. Genito is entitled to receive certain
post−termination benefits, detailed below, contingent upon execution of a separation agreement with a release of claims agreeable to the Company. In such
event the Company will:
• pay Mr. Genito two times the sum of (i) the executive’s base salary in effect immediately prior to the executive’s termination and (ii) (x) if such
termination occurs on or prior to September 30, 2009, Mr. Genito’s then−current target annual bonus award or (y) if such termination occurs
after September 30, 2009, Mr. Genito’s target annual bonus award for the fiscal year immediately preceding
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