Rayovac 2008 Annual Report Download - page 222

Exhibit 10.5
RETENTION AGREEMENT
THIS RETENTION AGREEMENT (this “Agreement”) is entered into and effective as of the 10th day of November, 2008 (“Effective Date”) by and
between Spectrum Brands, Inc. (the “Company”), and Kent J. Hussey (the “Executive”).
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Board”) believes that the next twelve to fifteen months will be
a critical period for the future success of the Company; and
WHEREAS, the Company and the Executive have entered into that certain Amended and Restated Employment Agreement with the Executive dated as of
April 1, 2005, as amended by that certain Amendment to Amended and Restated Employment Agreement dated as of June 29, 2007 and that certain Second
Amendment to Amended and Restated Employment Agreement dated as of June 9, 2008 (collectively, the “Employment Agreement”); and
WHEREAS, the Board believes that ensuring that the continuing services of the Executive are provided during this period, the Board has authorized
executive management of the Company to provide the Executive with a Retention Incentive upon the terms and conditions set forth herein, and the Executive is
willing and able to continue his employment to achieve such Retention Incentive on such terms and conditions.
NOW, THEREFORE, for and in consideration of the premises and mutual agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
1. Retention Period.
The retention period shall be the period from the Effective Date through and including December 31, 2009 (the “Retention Period”).
3. Retention Incentive
a. To the extent the Executive remains employed by the Company through the Retention Period, at certain times during the Retention Period the
Executive shall be paid a cash “Retention Incentive” in an amount equal to $1,237,500, which equals 150% of Executive’s annual base salary in
effect as of the Effective Date, as follows:
(i) If the Executive is actively employed by the Company on December 31, 2008, the Executive will be paid, on the Company’s first payroll
date following December 31, 2008, 50% of the Retention Incentive, less deductions required by law.
(ii) If the Executive is actively employed by the Company on December 31, 2009, the Executive will be paid, on the Company’s first payroll
date following December 31, 2009, 50% of the Retention Incentive, less deductions required by law.
b. If, before the end of the Retention Period, there occurs a Change in Control (as defined in the Employment Agreement), any portion of the Retention
Incentive not yet paid to Executive, less deductions required by law, shall be paid to Executive upon the Change in Control.
c. Nothing in this Agreement shall be construed to deprive Executive of any rights to receive annual incentive bonus payments, if any, made in the
ordinary course by the Company to its senior executives, subject to approval by the Board based upon the recommendation of the Compensation
Committee of the Board or any previously communicated retention programs.
4. Termination of Employment Prior to the End of the Retention Period.
a. The Company shall have the right to terminate the Executive’s employment at any time, and the Executive shall have the right to terminate his
employment at any time. Any such termination shall have the effects described in this Section 4.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008