Rayovac 2008 Annual Report Download - page 112

Table of Contents
Index to Financial Statements
(6b) Upon death, the entire account balance is fully vested and paid. Additional contribution credits are made according to the terms of the executive’s employment agreement. Amounts shown
represent the present value of the account balances that would be paid at the benefit payment date using discount rate assumptions previously stated.
(6c) There is full vesting upon disability or change in control of the entire account balance. Amounts shown represent the present value of the account balances that would be paid at the benefit
payment date using discount rate assumptions previously stated.
(7) Regardless of reason for termination of employment, the benefit reflects 10 years of medical, dental and life insurance benefits substantially similar to those provided to the executive and
his spouse immediately prior to the termination.
(8) Amount reflects 10 years of tax preparation and financial planning services upon retirement.
(9) The executive would not 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.
(10) These amounts take into account only programs or agreements in place prior to the end of Fiscal 2008. These amounts do not take into account amounts that would be payable to the
executive in the event of the termination of such executive’s employment or a change in control pursuant to that certain retention agreement entered into between the Company and the
executive following the end of Fiscal 2008, pursuant to which, if such executive continues to be employed by the Company through December 31, 2008 and December 31, 2009 such
executive would on each such date a payment in an amount equal to 75% of such executive’s annual base salary on the date the retention agreement was executed. In the event that prior to
December 31, 2009 (i) the executive’s employment with the Company is considered to have been terminated by the executive for Good Reason (as defined in the relevant employment
agreement) or (ii) the Company terminates executive’s employment without Cause (as defined in the relevant employment agreement), the executive would be entitled to receive any
portion of the total potential award that has not yet been paid. For more information on this retention agreement, please see the discussion under Retention Agreement on page 82. These
amounts also do not take into account amounts that would be payable to the executive in the event of the termination of such executive’s employment or a change in control pursuant to the
additional incentive structure entered into following the end of Fiscal 2008, under which the executive would be entitled to receive an additional amount equal to fifty percent of such
executive’s target LTIP amount, based on such executive’s salary as of the end of Fiscal 2008, contingent upon continued employment and payable in two installments, the first of which
occurred in November 2008 and the second of which will be made on or before December 31, 2009. For more information on this incentive plan, please see the discussion under Long
Term Incentive Plan on page 78.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008