Rayovac 2009 Annual Report Download - page 128

Table of Contents
Index to Financial Statements
Equity Compensation Plan Information
The following table sets forth information regarding our equity compensation plans as of September 30, 2009:
Plan category
Number of securities to be issued
upon the exercise of outstanding
options, warrants and rights
Weighted−average
exercise price of
outstanding
options, warrants
and rights
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(a) (b) (c)
Equity compensation plans
approved by security holders None Not Applicable None
Equity compensation plans not
approved by security holders None Not Applicable 3,333,333(1)
Total None Not Applicable 3,333,333
(1) These securities have been reserved for issuance under the Spectrum Brands, Inc. 2009 Incentive Plan (the “2009 Incentive Plan”), which was
approved in the Bankruptcy Cases by holders of allowed claims with respect to Old Spectrum’s then outstanding senior subordinated notes and by the
Bankruptcy Court and ratified on the Effective Date by the Company’s post−emergence Board of Directors. The material features of the 2009
Incentive Plan are described in the Current Report on Form 8−K filed with the SEC on August 31, 2009, which description is incorporated into this
Annual Report on Form 10−K by reference. This description is qualified in its entirety by reference to the full text of the 2009 Incentive Plan, a copy
of which is referenced as Exhibit 10.37 to this Annual Report on Form 10−K and incorporated herein by reference. As of December 21, 2009,
Spectrum Brands, Inc. has issued 629,213 shares of its common stock under the 2009 Incentive Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Review, approval or ratification of transactions with related persons
Our policies and procedures for review and approval of related−person transactions appear in our Code of Ethics for our Principal Executive Officer
and Senior Financial Officers and our Code of Business Conduct and Ethics, each of which is posted on our website.
All of our executive officers, directors and employees are required to disclose to our General Counsel all transactions which involve any actual,
potential or suspected activity or personal interest that creates or appears to create a conflict between our interests and the interests of the executive officer,
director or employee. In cases involving executive officers, directors or senior−level management, our General Counsel will investigate the proposed
transaction for potential conflicts of interest and then refer the matter to our Audit Committee to make a full review and determination. In cases involving
other employees, our General Counsel, in conjunction with the employee’s regional supervisor and our Vice President of Internal Audit, will review the
proposed transaction. If they determine that no conflict of interest will result from engaging in the proposed transaction, then they will refer the matter to our
Chief Executive Officer for final approval.
Our Audit Committee is required to consider all questions of possible conflicts of interest involving executive officers, directors and senior−level
management and to review and approve certain transactions, including all (i) of our transactions in which a director, executive officer or an immediate
family member of a director or executive officer has an interest, (ii) proposed business relationships between us and a director, executive officer or other
member of senior management, (iii) investments by an executive officer in a company
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