Rayovac 2008 Annual Report Download - page 80

Table of Contents
Index to Financial Statements
The current term of the agreement for Mr. Hussey expires on May 22, 2009, the initial term of the employment agreement for Mr. Genito expires on
September 30, 2009 and the initial terms of the employment agreements for each of Mr. Lumley and Mr. Heil expire on September 30, 2010. Each of these
agreements provides that upon expiration of the initial term (and any subsequent renewal term), unless earlier terminated in accordance with such agreement, the
agreement will automatically renew for an additional one-year period.
Each employment agreement permits the Company to terminate the executive’s employment upon notice in the event of “cause” (as defined in each such
agreement), or to terminate such executive’s employment without cause for any reason upon 60 days prior written notice, or upon 30 days notice in the event that
the executive is unable to perform his or her duties for a period of at least 6 months by reason of any mental, physical or other disability. Each employment
agreement allows the executive to voluntarily terminate his or her employment for any reason upon 60 days prior written notice. Each agreement also terminates
immediately upon the death of the executive. In addition, each agreement includes a provision allowing the executive to terminate his or her employment
voluntarily in certain circumstances and have such termination be deemed a termination without cause. The agreements with Messrs. Hussey, Genito, Lumley
and Heil also provide that if the executive officer resigns upon the occurrence of specified circumstances that would constitute “good reason”, or in the case of
Mr. Hussey a “constructive termination” (as each is defined in each such agreement), the executive’s resignation will be treated as a termination by us without
cause and entitle the executive to the payments and benefits due with respect to a termination without cause. The amounts and benefits payable to each such
executive upon the termination for his or her employment in accordance with their employment agreements are described under the heading “Termination and
Change in Control Provisions” beginning on page 96.
Compensation Components
Base Salary
Annual base salary for each of the named executive officers is set forth in the employment agreement with the named executive officer. In determining the
annual base salary reflected in each named executive officer’s employment agreement, the Compensation Committee considered current market conditions, the
Company’s financial condition at the time such compensation levels are determined, compensation levels for similarly situated executives with other companies,
experience level and the duties and responsibilities of such executive’s position, including with respect to Mr. Lumley, Mr. Heil and Ms. Yoder the relative sizes
of the business segments they manage or managed. This base salary level is subject to evaluation from time to time by the Compensation Committee to determine
whether any increase in the contractual base salary is appropriate. As of the end of Fiscal 2008, the annual base salaries were as set forth below for the named
executive officers.
Named Executive Annual Base Salary at FYE
Kent J. Hussey $ 825,000
Anthony L. Genito $ 375,000
David R. Lumley $ 525,000
John A. Heil $ 450,000
Amy J. Yoder $ 400,000
Following the completion of Fiscal 2008, the Compensation Committee evaluated Mr. Lumley’s annual base salary in light of the performance of his
business unit, the additional responsibilities he has assumed following the departure of Ms. Yoder and his salary level in comparison to lead executives in
businesses similarly situated to the business segments for which he is responsible and determined to increase his annual base salary to $600,000. Also following
the completion of Fiscal 2008, the Compensation Committee evaluated Mr. Heil’s annual base salary in light of the performance of his business unit, his strong
leadership during and after the process leading up to the terminated sale of the Company’s Global Pet Supplies business, the additional responsibilities he has
assumed following the departure of Ms. Yoder and his salary level in comparison to lead executives in businesses similarly situated to the business segment for
which he is responsible and determined to increase his annual base salary to $500,000.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008