Rayovac 2009 Annual Report Download - page 117

Table of Contents
Index to Financial Statements
• $114,000, in 15 monthly installments of $7,600 which began on November 30, 2008 and have continued and will continue thereafter on the
30th day of each succeeding month until and including January 30, 2010; and
• $114,000, in November 2008, representing the 2008 MIP award for Ms. Yoder for Fiscal 2008, based on the actual performance of the
Company for Fiscal 2008.
• $250,000, paid in November 2008, representing the 2008 cash−based LTIP award for Ms. Yoder for Fiscal 2008, based on the actual
performance of the Company for Fiscal 2008 and the guaranteed cash−based LTIP payment level for Fiscal 2008.
• $225,000, paid on December 31, 2008.
With respect to the monthly installment payments described in the first two bullets above, those payments were suspended at the time the Company
filed for bankruptcy on February 3, 2009. Those payments resumed September 30, 2009 after the Company emerged from bankruptcy. These monthly
installment payments will now continue through August 31, 2010.
In addition, Ms. Yoder received or is receiving the non−cash benefits set forth below:
• For the 15−month period which began on November 1, 2008, Ms. Yoder has been and will be permitted to continue participating in the
following plans at the same levels as those provided to Ms. Yoder and her dependents by the Company prior to her termination, with the cost of
each such benefit for any plan year to be borne by Ms. Yoder and the Company in the same proportions as they are borne by then−current
Executive Committee members and the Company for such plan year: (i) medical and dental insurance; (ii) life insurance; (iii) supplemental
executive life insurance; (iv) long−term disability insurance; and (v) supplemental long−term disability insurance.
• Any restrictions still in effect with respect to any outstanding shares of restricted stock previously awarded to Ms. Yoder will lapse in
accordance with the provisions of the restricted stock award agreements evidencing the awards of such restricted stock. Upon the Company’s
emergence from Chapter 11 of the Bankruptcy Code and pursuant to the Company’s Plan of Reorganization, all existing equity securities of the
Company as of the Effective Date, including all shares referenced in this paragraph, were extinguished.
• Ms. Yoder was to continue to receive her monthly car allowance of $1500 per month until January 30, 2010. With respect to this allowance, the
payments were suspended at the time the Company filed for bankruptcy on February 3, 2009. The payments resumed September 30, 2009 after
the Company emerged from bankruptcy. The payments will now continue through August 31, 2010.
• Outplacement services through April 8, 2009, up to a maximum cost to the Company of $12,000. The Company did not incur any cost for this
obligation.
Ms. Yoder’s separation agreement includes a covenant not to sue and incorporates the covenant not to compete, which extends for a period of one
year following her termination, and the covenant to maintain the confidentiality of secret processes and confidential information, which extends generally
for a period of two years following her termination, included in her employment agreement. Were Ms. Yoder to violate any of these provisions, the
Company would be permitted to discontinue or seek to recover all of the payments, benefits and other rights provided in exchange for acceptance of
Ms. Yoder’s separation agreement.
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