Rayovac 2008 Annual Report Download - page 117

Table of Contents
Index to Financial Statements
(6) Reflects 113,440 shares of unvested restricted stock awarded under performance share awards. Awards continue to vest according to plan provisions upon
termination for good reason, without cause, death or disability. All restrictions lapse and the award becomes fully vested in the event of a 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. In all other cases, the value is calculated using the stock
price at the fiscal year end ($1.39 per share).
(7) Mr. Heil has previously elected to receive payout of his SERP balance on the next January 1 following his termination date. As a result of the application of
Section 409A of the Internal Revenue Code, had termination occurred 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 $67,500 being made on October 1, 2008 and October 1, 2009. 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.
(7a) 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 mid-term rate of 2.86% for Mr. Heil.
(7b) Upon death, the entire account balance is fully vested and paid. Additional contribution credits are made according to the terms of the executives
employment agreements. Amounts shown represent the present value of the account balances that would be paid at the benefit payment date using 120% of
the applicable Federal short-term rate of 2.86%
(7c) 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 in 7a.
(8) Reflects 24 months of insurance and other benefits continuation for the executive and their dependents.
(9) The executive would 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) This termination scenario assumes the executive separates from service one year following the sale of their business segment subsequent to a change in
control.
(11) This termination scenario assumes the executive separates from service immediately following a change in control. The sale of their business segment is
irrelevant in the severance payment calculations under this scenario.
(12) 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 the increase
of executive’s base salary to $500,000, which occurred following the end of Fiscal 2008. 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