Rayovac 2008 Annual Report Download - page 229

Exhibit 10.16
SEPARATION AGREEMENT AND RELEASE
This Agreement (“Agreement”) is entered into this 8th day of October, 2008 (the “Effective Date”) by and between Spectrum Brands, Inc. (“Spectrum”) and
Amy J. Yoder (“Yoder”).
WHEREAS, Yoder has been employed by Spectrum as the President, United Industries; and
WHEREAS, Yoder and Spectrum are parties to an Employment Agreement, dated March 27, 2007, as amended by the Amendment to Employment
Agreement, dated June 9, 2008 (collectively the “Employment Agreement”), and attached to this Agreement as Exhibit A; and
WHEREAS, Spectrum and Yoder have agreed that Yoder will relinquish her position as President, United Industries as of October 8, 2008 and will
likewise cease to be employed by Spectrum effective as of that date; and
WHEREAS, Spectrum and Yoder desire to resolve all outstanding issues or future issues of any kind and reach a full and final settlement as to the
Employment Agreement, the June 9, 2008 Retention Agreement, and all other issues relating to Yoder’s employment with Spectrum.
NOW THEREFORE, for and in consideration of the foregoing and of the terms, conditions and agreements set forth in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged, Yoder and Spectrum agree as follows:
I. LAST DAY OF EMPLOYMENT. Yoder’s last day of employment with Spectrum will be October 8, 2008.
II. ACKNOWLEDGEMENT AND CONSIDERATION. In consideration of the promises set forth in this Agreement, Spectrum will provide to Yoder those
payments and other remuneration set forth in Exhibit B. Yoder acknowledges that she is not otherwise entitled to all of the benefits provided under this
Agreement and that she understands that she will not receive all of these benefits unless she signs this Agreement and it becomes effective. Yoder also
acknowledges that notwithstanding anything to the contrary in this Agreement (including the Exhibits): (a) Yoder will be responsible for the tax liability
associated with any payments made to her pursuant to this Agreement; (b) Spectrum may withhold from any payment an amount equal to the amount Spectrum is
required to withhold for Federal, state or local tax purposes; and (c) if Spectrum does not have access to an amount sufficient to satisfy its withholding
requirement with respect to any payment, Spectrum may require Yoder to pay to Spectrum an amount sufficient to satisfy Spectrum’s withholding obligation as a
condition to Spectrum’s making such payment to Yoder.
III. GENERAL RELEASE BY YODER. Except as set forth in Paragraph IV below or as otherwise set forth in this Agreement, Yoder on her own behalf and
for her spouse, heirs, successors, assigns, executors and representatives of any kind, hereby releases and forever discharges Spectrum, its subsidiaries and
affiliates, and its and their present and former employees, directors, officers, agents, shareholders, and insurers and each of their respective predecessors, heirs,
executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all claims, demands, rights, liabilities, and causes of action
of any kind or nature, known or unknown, arising prior to or on the execution date of this Agreement, including but not limited to any claims, demands, rights,
liabilities and causes of action arising or having arisen out of or in connection with her employment or her termination of employment with Spectrum. This
release specifically includes, but is not limited to, a release of any and all claims pursuant to the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §
621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., 42 U.S.C. §§ 1981-1986, the Civil Rights Act of 1991, the Americans with
Disabilities Act, any state or federal whistleblower statute, all claims for defamation and wrongful discharge, and any other claims whether based on contract or
tort and whether under federal, state, or local law. For the avoidance of doubt, Yoder acknowledges that the benefits provided in Exhibit B of the Agreement are
in full satisfaction of any and all obligations of Spectrum under the Employment Agreement.
IV. CLAIMS NOT WAIVED OR RELEASED. This Agreement does not waive any claims that Yoder may have (a) under any workers’ compensation law;
(b) under any plan currently maintained by Spectrum that provides for retirement benefits; (c) under any law or any policy or plan currently maintained by
Spectrum that provides health insurance continuation or conversion rights; (d) that Yoder by law may not waive; (e) not arising out of or in connection with her
employment or the termination of her employment; or (f) for indemnity for third party claims against Yoder for actions taken while she was an employee of
Spectrum, as provided under Wisconsin Statutes, Spectrum’s Charter, Spectrum’s by-laws,
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008