Rayovac 2008 Annual Report Download - page 102

Table of Contents
Index to Financial Statements
(iii) the value of all outstanding stock options, stock appreciation rights, restricted stock and other stock-based awards will, unless otherwise determined
by the Compensation Committee at or after grant, will be cashed out on the basis of the change in control price (as described below) as of the date
such change in control occurs or such other date as the Compensation Committee may determine prior to the change in control; and
(iv) any incentive awards related to performance cycles prior to the performance cycle in which the change in control occurs that have been earned but
not paid will become immediately payable in cash. In addition, each participant who has been awarded an incentive award will be deemed to have
earned a pro rata incentive award.
For these purposes, the change in control price is the highest price per share paid in any transaction reported on the New York Stock Exchange-Composite
Transactions or paid or offered in any bona fide transaction related to a potential or actual change in control of the Company at any time during the preceding
60-day period as determined by the Compensation Committee, except that, in the case of incentive stock options, unless the Compensation Committee otherwise
provides, such price will be based only on transactions reported for the date on which the incentive stock options are cashed out.
Spectrum Brands, Inc. Supplemental Executive Retirement Plan
As discussed under the heading “Deferral and Post-Termination Rights” beginning on page 85, Mr. Hussey, Mr. Lumley and Mr. Heil are continuing
participants in the Company’s SERP. A participant earns a fully vested and nonforfeitable interest in his SERP account after five years of service to the
Company, becoming 20% vested in each year. However, upon a change of control as defined under the SERP, or the death or disability of such participant, a
participant immediately becomes fully-vested. Among the named executive officers that are participants in the SERP, only Mr. Heil and Mr. Lumley were not
fully vested as of the end of Fiscal 2008. As a result, only Mr. Heil and Mr. Lumley would have been affected by this change in control provision as of the end of
Fiscal 2008. As of September 30, 2008, Mr. Heil was 40% vested and Mr. Lumley was 20% vested. These vesting percentages increased to 60% and 40%,
respectively, on October 1, 2008.
Participants in the SERP make irrevocable elections as to when they wish to begin receiving distributions under the SERP. Each participating executive
officer has elected to receive distributions under the SERP following any termination of their employment with the Company.
Following the end of Fiscal 2008, the Company froze the SERP and fully vested all active participants. The account balances of active participants,
including all participating executives, as of the date the SERP was frozen will be paid prior to the end of December 2009.
Executive-Specific Provisions
As discussed under the heading “Employment Agreements” beginning on page 74, (i) each of Mr. Hussey, Mr. Lumley, Mr. Heil and Mr. Genito are parties
to continuing employment agreements with the Company that govern various aspects of the employment relationship, including the rights and obligations of the
parties upon termination of that employment relationship and (ii) in connection with the end of the employment relationships with Ms. Yoder, the Company and
Ms. Yoder have entered into a separation agreement governing the rights and obligations of the parties attending the end of the employment relationship. Set
forth below is a brief description of the provisions of those agreements with respect to a termination of employment and/or in the event of a change in control.
Kent J. Hussey
The Company and Mr. Hussey, who was appointed Chief Executive Officer of the Company on May 23, 2007, are parties to an amended and restated
employment agreement dated as of April 1, 2005, which was
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008