Rayovac 2009 Annual Report Download - page 124

Table of Contents
Index to Financial Statements
(1) This column reflects the dollar amount recognized for financial statement reporting purposes for Fiscal 2009 in accordance with ASC 718. See Note
3(w), Stock Compensation, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10−K for additional information
as to the assumptions used in the valuation of these awards.
(2) Each of Mr. Bowlin, Mr. Carmichael, Mr. Lupo, Mr. Shepherd and Ms. Thomas ceased being a director of the Company on August 28, 2009 in
connection with the Company’s emergence from Chapter 11 of the Bankruptcy Code pursuant to the Company’s Plan of Reorganization.
(3) Each of Mr. Ambrecht, Mr. Davis, Mr. Kirschner, Mr. Matthews, Mr. Polistina and Mr. Rovit commenced service as a director of the Company on
August 28, 2009 in connection with the Company’s emergence from Chapter 11 of the Bankruptcy Code pursuant to the Company’s Plan of
Reorganization. Fee amounts represent the $70,000 per year cash retainer pro−rated for the period from August 28, 2009 through September 30, 2009.
This amount was paid subsequent to the end of Fiscal 2009. No shares were issued to these directors in connection with their service in Fiscal 2009.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors is comprised of Kenneth C. Ambrecht, Eugene I. Davis, Norman S. Matthews and Hugh R.
Rovit. No member of our Compensation Committee is currently or has been, at any time since our formation, one of our officers or employees. None of our
executive officers serves a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a
member of our Board of Directors or Compensation Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The table below shows the number of shares of Spectrum Brands, Inc. common stock beneficially owned by (i) each named executive officer,
(ii) each director, (iii) each person known to the Company to beneficially own more than 5% of the common stock and (iv) all directors and named
executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Determinations as to the identity of 5%
Shareholders and the number of shares beneficially owned, including shares which may be acquired by them within 60 days, is based upon filings with the
SEC as indicated in the footnotes to the table below. Except as otherwise indicated, we believe, based on the information furnished or otherwise available to
us, that each person or entity named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially
owned by them, subject to applicable community property laws.
The percentage of beneficial ownership set forth below is based upon 30,629,213 shares of common stock issued and outstanding as of the close of
business on December 21, 2009. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that
person, shares of common stock that are subject to options held by that person that are currently exercisable or exercisable within 60 days of December 21,
2009, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other
person. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Spectrum Brands, Inc., Six Concourse Parkway, Suite
3300, Atlanta, Georgia 30328.
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