Rayovac 2008 Annual Report Download - page 231

Yoder understands and agrees that this document and Sections 6, 7 and 9 of the Employment Agreement contain the entire agreement between Yoder and
Spectrum relating to her employment with Spectrum, that this Agreement supersedes and displaces any prior agreements (other than Sections 6, 7 and 9 of the
Employment Agreement) and discussions between Yoder and Spectrum relating to such matters and that she may not rely on any such prior agreements and
discussions.
XI. GOVERNING LAW; DISPUTES. This Agreement will be construed under and governed by the laws of the State of Georgia, without reference to its
conflicts of law principles. Disputes arising out of this Agreement (but not those arising out of Section 6 or 7 of the Employment Agreement) will be resolved in
binding arbitration pursuant to the rules of the American Arbitration Association, with the forum of such arbitration to be in Atlanta, Georgia. The parties also
agree that the prevailing party will be entitled to recover costs, including attorneys’ fees, incurrend in enforcing this Agreement, except as prohibited by law.
XII. VOLUNTARY AGREEMENT. Yoder acknowledges and states that he has read and understands this Agreement and has entered into it knowingly and
voluntarily with the assistance and upon the advice of counsel of her choice.
XIII. CONSIDERATION AND REVOCATION PERIOD. Yoder acknowledges that, among other rights, she is waiving and releasing any rights she may
have under ADEA, that she was given a copy of this Agreement and was given twenty-one (21) days to review it and consider whether to sign it (even if she
chose not to take the full twenty-one (21) days), and that she was encouraged by Spectrum to consult an attorney during the twenty-one (21) day period about this
Agreement. Yoder further acknowledges that the consideration given for this release of claims is in addition to anything of value to which she was already
entitled and that the release does not relate to claims under the ADEA that may arise after this Agreement is executed. Yoder further understands that for a period
of seven (7) days following her execution of this Agreement, she may revoke this Agreement by doing so in writing and that the Agreement will remain
revocable until the revocation period has expired without revocation. Any revocation must be delivered to Spectrum in accordance with the Notice provisions set
forth in Paragraph IX.
XIV. WAIVER AND MODIFICATION. Neither this Agreement nor any term or condition hereof, including, without limitation, the terms and conditions in
this Paragraph XIII may be waived or modified in whole or in part as against Spectrum or Yoder, except by written instrument duly executed, in the case of
waiver, by the party waiving compliance or, in the case of a modification, by Spectrum and Yoder and expressly stating that it is intended to operate as a waiver
or modification, as applicable, of this Agreement.
XV. CAPTIONS. The captions set forth in this Agreement are for convenience of reference only and shall not be considered as part of this Agreement or as in
any way limiting or amplifying the terms and provisions hereof.
XVI. SEVERABILITY. In the event that any court having jurisdiction shall determine that any restrictive covenant or other provision contained in this
Agreement shall be unreasonable or unenforceable in any respect, then such covenant or other provision shall be deemed limited to the extent that such court
deems it reasonable and enforceable, and so limited shall remain in full force and effect together with all other provisions of this Agreement. In the event that
such court shall deem any such covenant or other provision wholly unenforceable, the remaining covenants or other provisions of this Agreement shall
nevertheless remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date written below.
Spectrum Brands, Inc. Amy J. Yoder
By: /s/ Kent J. Hussey /s/ Amy J. Yoder
Date: October 8, 2008 Date: October 8, 2008
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008