Rayovac 2008 Annual Report Download - page 111

Table of Contents
Index to Financial Statements
Table of Amounts payable upon Termination or Change in Control
The following tables set forth (i) the amounts that would have been payable at September 30, 2008 to each of Mr. Hussey, Mr. Genito, Mr. Lumley and
Mr. Heil under the various scenarios for termination of employment or a change-in-control of the Company had such scenarios occurred on September 30, 2008
and (ii) the actual amounts payable to Ms. Yoder as a result of the termination of her employment relationship with the Company.
Kent J. Hussey
Termination Scenarios
Component
Voluntary/
For Cause/
Retirement
Good
Reason
Without
Cause Death Disability
Change In Control
(CIC & Exec Term)
Cash Severance(1) $ — $ 3,946,500 $ 3,946,500 $ 3,946,500 $ 3,946,500 $ 4,584,938
LTIP Cash(2) $ — $ 721,875 $ 721,875 $ 721,875 $ 721,875 $ 721,875
Equity
Time-Lapse Restricted Stock(3) $ — $ 264,732 $ 264,732 $ 264,732 $ 264,732 $ 529,465
Performance Shares(4) $ — $ 262,824 $ 262,824 $ 262,824 $ 262,824 $ 525,648
Stock Options(5)
—Vested Options not Exercised $ — $ — $ — $ — $ — $ —
—Unvested Options not Exercised $ — $ — $ — $ — $ — $ —
Total $ — $ 527,556 $ 527,556 $ 527,556 $ 527,556 $ 1,055,113
Retirement Benefits
NQ Defined Contribution Benefit
(SERP)(6) $ 935,654(6a) $ 1,180,421(6a) $ 1,180,421(6a) $ 1,174,392(6b) $ 1,180,421(6c) $ 1,180,421(6c)
Other Benefits
Health and Welfare(7) $ 400,000 $ 400,000 $ 400,000 $ 400,000 $ 400,000 $ 400,000
Financial Planning(8) $ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000
Total $ 700,000 $ 700,000 $ 700,000 $ 700,000 $ 700,000 $ 700,000
Tax Gross-Up(9) $ — $ — $ — $ — $ — $ —
Total (10) $ 1,635,654 $ 7,076,352 $ 7,076,352 $ 7,070,323 $ 7,076,352 $ 8,242,347
(1) Upon termination for good reason, death, disability or without cause, Mr. Hussey is entitled to a lump sum cash severance payment in the amount of two times the sum of his current base
salary and actual 2007 fiscal year bonus. In the event of a change in control, Mr. Hussey is eligible for the same severance benefit previously described except that actual 2007 fiscal year
bonus is replaced with actual 2008 fiscal year bonus as was reported in the summary compensation table.
(2) Amount represents the accelerated cash-based LTIP award benefit that was earned in Fiscal 2008 but would have been paid in November of 2009.
(3) Amounts reflect 190,455 shares of time-based restricted stock where restrictions lapse and become fully vested upon termination for good reason, termination without cause, disability,
death or change in control. Change in control value is calculated using the highest stock price during the 60 day period prior to the termination using an assumed September 30, 2008
termination date ($2.78 per share), pursuant to the applicable incentive plan governing documents. For all other termination scenarios, the value is calculated using the stock price at the
fiscal year end ($1.39 per share).
(4) Reflects 189,082 shares of restricted stock awarded under performance share awards. Awards fully vest according to plan provisions upon termination for good reason, without cause,
death, disability or change in control. Change in control value is calculated using the highest stock price during the 60 day period prior to the termination using an assumed September 30,
2008 termination date ($2.78 per share), pursuant to the applicable incentive plan governing documents. For all other termination scenarios, the value is calculated using the stock price at
the fiscal year end ($1.39 per share).
(5) There are 12,750 unvested options that would immediately vest upon a change in control. All vested and unvested options are underwater as of the end of the fiscal year and therefore there
is no associated value for these awards.
(6) Mr. Hussey has previously elected to receive payout of his SERP balance on the next January 1 after his termination date. As a result of the application of Section 409A of the
Internal Revenue Code, the value of the payment would be paid on April 1, 2008. Upon death, payment of account balance is made immediately with two additional contribution
payments of $112,500 being made on October 1, 2007 and October 1, 2008. Following the end of Fiscal 2008, the Company froze the SERP and fully vested all participants and
account balances of active participants as of the date the SERP was frozen will be paid their entire balance in January 2009.
(6a) Amount represents the present value of the accounts payable at the benefit payment date. The discount value used to calculate the present value is 120% of the applicable Federal
short-term rate of 2.86%.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008