Rayovac 2009 Annual Report Download - page 112

Table of Contents
Index to Financial Statements
the fiscal year in which such termination occurs ratably over the 24−month period immediately following the executive’s termination;
• pay Mr. Genito the pro rata portion of the annual bonus (if any) earned by the executive pursuant to any annual bonus or incentive plan
maintained by the Company in respect of the fiscal year in which such termination occurs, to be paid at the time such bonuses are paid to
continuing employees of the Company for such fiscal year, but no later than December 31 immediately following the end of the fiscal year in
which such termination occurs; and
• for the 24−month period immediately following such termination arrange to provide Mr. Genito and his dependents with the insurance and
other benefits 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 or the Company than the cost to the executive and the Company immediately prior to
such date. These benefits will cease immediately upon the discovery by the Company of the executive’s breach of the agreement not to compete
and secret processes and confidentiality provisions included in his employment agreement. Mr. Genito’s employment agreement includes
non−competition and non−solicitation provisions that extend for one year following the executive’s termination and confidentiality provisions
that extend for two years following the executive’s termination.
Termination in the event that Mr. Genito elects to invoke his right to terminate his employment for good reason. Mr. Genito’s employment agreement
permits him, under certain circumstances, to terminate his employment relationship upon the occurrence of an event of good reason. Except as modified by
the next paragraph, the election by Mr. Genito to terminate his employment as a result of the occurrence of an event of good reason is, for the purposes of
Mr. Genito’s employment agreement as well as any stock option agreements or restricted stock award agreements with the Company, treated as a
termination by the Company without cause. As such, it would entitle Mr. Genito, contingent upon such executive’s execution of a separation agreement
with a release of claims agreeable to the Company, to receive the pay and benefits described above under “Termination without Cause or for Death or
Disability”. For Mr. Genito, good reason is defined as, in general, the occurrence of any of the following events without Mr. Genito’s consent:
(i) any material reduction in Mr. Genito’s annual base salary;
(ii) the required relocation of such executive’s place of principal employment to an office more than 50 miles, from Mr. Genito’s current office, or
the requirement by the Company that Mr. Genito be based at an office other than the his current office on an extended basis;
(iii) a substantial diminution or other substantive adverse change in the nature or scope of Mr. Genito’s responsibilities, authorities, powers,
functions or duties, provided that the Company may replace Mr. Genito as Chief Accounting Officer of the Company without implicating this
subsection;
(iv) a breach by the Company of any of its other material obligations under Mr. Genito’s employment agreement, if not cured within thirty
(30) days after written notice of such breach; or
(v) the failure of the Company to obtain the agreement of any successor to the Company to assume and agree to perform Mr. Genito’s employment
agreement.
Change in Control. Under Mr. Genito’s employment agreement, Mr. Genito may elect to terminate his employment within 60 days following a
change in control (as defined under the 2009 Incentive Plan). Such termination by Mr. Genito will be treated as a termination by the Company without
cause, and Mr. Genito would be entitled to the benefits described above within “Termination without Cause or for Death or Disability.” The Company may
require that Mr. Genito remain employed by the company for up to a maximum of 6 months following the change in control.
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