Rayovac 2009 Annual Report Download - page 120

Table of Contents
Index to Financial Statements
David R. Lumley
Termination Scenarios
Component
Voluntary/
For Cause/
Retirement
Good
Reason
(1 yr Upon
Sale of
Legacy)
Good
Reason
(No Sale of
Legacy) Without Cause Death Disability
Change In
Control(7)
(1 yr Upon
Sale of
Legacy)
Change In
Control(8)
(No Sale of
Legacy)
Cash Severance(1) $ — $2,400,000 $3,053,250 $3,053,250 $3,053,250 $3,053,250 $2,400,000 $3,053,250
Retention Award(2) $ — $ 393,750 $ 393,750 $ 393,750 $ — $ — $ 393,750 $ 393,750
2008 Cash LTIP(3) $ — $ 433,125 $ 433,125 $ 433,125 $ 433,125 $ 433,125 $ 433,125 $ 433,125
2009 Cash LTIP(4) $ — $1,741,500 $1,741,500 $1,741,500 $1,741,500 $1,741,500 $1,741,500 $1,741,500
Other Benefits
Health and Welfare(5) $ — $ 80,000 $ 80,000 $ 80,000 $ 80,000 $ 80,000 $ 80,000 $ 80,000
Tax Gross−Up(6) $ — $ — $ — $ — $ — $ — $ — $ —
Total(9) $ — $5,048,375 $5,701,625 $5,701,625 $5,307,875 $5,307,875 $5,048,375 $5,701,625
(1) Reflects cash severance payment of two times the sum of the executive’s current base salary and the actual 2008 fiscal year bonus (except in the case of termination for good reason
or change in control in relation to the sale of the Batteries and Global Battery Personal Care and provided that the executive continues employment for one year following such sale,
the target bonus amount the executive would be eligible to receive if the Company met 100% of the applicable performance goals in the fiscal year of such sale (i.e. 2009) is used).
Payments will be made in monthly installments over a period of 24 months.
(2) Amounts reflect the remaining portion of the retention incentive that would be paid in full for termination without cause, for good reason or upon a change in control.
(3) Amount represents the accelerated Cash LTIP award benefit that was earned in Fiscal 2008 but would have been paid in November of 2009.
(4) Amount represents the accelerated 2009 Cash LTIP that was earned with respect to performance in Fiscal 2009 but would have been paid half in December of 2009 and the remaining
half in November of 2010.
(5) Reflects 24 months of insurance and other benefits continuation for the executive and his dependents.
(6) The executive would owe an excise tax payment if a change in control occurred at fiscal year end according to section 280G under the Internal Revenue Code. The Company does not
provide any tax gross−up payment to cover this tax.
(7) This termination scenario assumes the executive separates from service one year following the sale of their business segment subsequent to a change in control.
(8) This termination scenario assumes the executive separates from service immediately following a change in control. The sale of their business segment is irrelevant in the severance
payment calculations under this scenario.
(9) These amounts take into account only programs or agreements in place prior to the end of Fiscal 2009.
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