Rayovac 2009 Annual Report Download - page 121

Table of Contents
Index to Financial Statements
John A. Heil
Termination Scenarios
Component
Voluntary/
For Cause/
Retirement
Good
Reason
(1 yr Upon
Sale of
Pet)
Good
Reason
(No Sale of
Pet) Without Cause Death Disability
Change In
Control(7)
(1 yr Upon
Sale of
Pet)
Change In
Control(8)
(No Sale of
Pet)
Cash Severance(1) $ — $2,000,000 $1,710,100 $1,710,100 $1,710,100 $1,710,100 $2,000,000 $1,710,100
Retention Award(2) $ — $ 337,500 $ 337,500 $ 337,500 $ — $ — $ 337,500 $ 337,500
2008 Cash LTIP(3) $ — $ 337,500 $ 337,500 $ 337,500 $ 337,500 $ 337,500 $ 337,500 $ 337,500
2009 Cash LTIP(4) $ — $1,007,250 $1,007,250 $1,007,250 $1,007,250 $1,007,250 $1,007,250 $1,007,250
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) $ — $3,762,250 $3,472,350 $3,472,350 $3,134,850 $3,134,850 $3,762,250 $3,472,350
(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 Global Pet Supplies business 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) would be 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 their 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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