Rayovac 2008 Annual Report Download - page 83

Table of Contents
Index to Financial Statements
performance targets established for the Global Pet Supplies business segment and 20% on the performance targets for the Company as a whole. The performance
targets for Mr. Lumley will be based 50% on the performance targets established for the Global Batteries & Personal Care business segment, 30% on the
performance targets established for the Home and Garden business segment, and 20% on the performance targets for the Company as a whole. As a retention
device, the Compensation Committee has guaranteed that each of the current executive officers will receive a 2009 MIP award at least equal to 50% of his target
award amount.
Long Term Incentive Plan
In order to focus our management on the long-term performance of the Company as well as to enhance an ownership culture within the ranks of our senior
management, the Company has established a long-term incentive plan (“LTIP”) based on a combination of equity and non-equity compensation. Such awards are
earned based on the performance of the Company over time and continued employment with the Company. With respect to our named executive officers, the
target LTIP award level, expressed as a percentage of annual base salary, is specified in their respective employment agreements with the Company. In
determining the target LTIP award levels, the Compensation Committee considers each executive’s total compensation relative to other similarly situated
executives within the Company, long term incentive compensation paid to similarly situated executives in other companies, experience level and the duties and
responsibilities of such executive’s position.
The equity-based component of the LTIP is implemented through the granting of restricted stock awards at the beginning of the fiscal year for which such
award is made that then vest based on continued employment and the achievement by the Company of performance goals established by the Compensation
Committee that are tied to the Company’s annual operating plan, based on the Compensation Committee’s then-current view of the goal or goals the
Compensation Committee determines to be most important in measuring the achievement of the Company’s then-current long-term goals.
The cash-based component of the LTIP is implemented through cash awards. The target levels for the cash awards are determined at the beginning of the
fiscal year for which such award is made, which are then paid over a two or more year period based on continued employment and the achievement by the
Company of performance goals established by the Compensation Committee that are tied to the Company’s annual operating plan, based on the Compensation
Committee’s then-current view of the goal or goals the Compensation Committee determines to be most important in measuring the achievement of the
Company’s then-current long-term goals. In addition, the Compensation Committee retains the flexibility to increase the cash-based LTIP award amount for
individual management personnel, including the executives, to the extent the Compensation Committee deems it appropriate to do so in light of specific
performance circumstances.
For LTIP awards for Fiscal 2008, each executive received both cash-based and restricted stock-based LTIP awards. For LTIP awards for Fiscal 2009, only
Mr. Hussey is eligible to receive an equity-based award. All other participants in the LTIP will receive only cash-based awards. Due to Ms. Yoder no longer
being an employee at the Company as of October 8, 2008, she is not eligible to participate in the Fiscal 2009 LTIP.
The target LTIP award level for each named executive officer at the time the 2008 LTIP awards were granted was:
Named Executive LTIP Target Level as % of Annual Base
Kent J. Hussey 150%
Anthony L. Genito 100%
David R. Lumley 150%
John A. Heil 150%
Amy J. Yoder 125%
The equity-based portion of the 2008 LTIP award granted to each of the named executive officers was an award of shares of restricted stock equal to
one-half of that executive’s LTIP target, in each case divided by the
78
Source: Spectrum Brands, Inc, 10-K, December 10, 2008