Rayovac 2008 Annual Report Download - page 89

Table of Contents
Index to Financial Statements
on a percentage of such restricted shares would lapse. To the extent 100% of the restricted shares do not lapse, the executive retains the ability to earn the
remaining restricted shares, as described below, based on Fiscal 2010 performance. The following chart sets forth the applicable percentages for the 2009 AOP
Goals:
% for Achievement of 2009 AOP Goal Restricted Shares Lapse
less than 104% 0%
at least 104%, but less than 105% 50%
at least 105%, but less than 106% 75%
at least 106% 100%
For any remaining restricted stock with respect to which the restrictions have not lapsed pursuant to the provisions set forth above, the executive would
have the opportunity to earn such restricted stock based on continued employment and the Company performance in excess of the stated adjusted EBITDA goal
in the Company’s Fiscal 2010 annual operating plan, for, in the case of Mr. Hussey and Mr. Genito, the Company as a whole and, in the case of Mr. Lumley,
Mr. Heil and Ms. Yoder, their respective business segments (for each, the “2010 AOP Goal”). If the Company achieves a certain percentage of the 2010 AOP
Goal, then the restrictions on a percentage of such restricted shares would lapse and remaining restricted shares would be forfeited to the Company. The
following chart sets forth the applicable percentages for the 2010 AOP Goals:
% for Achievement of 2010 AOP Goal Restricted Shares Lapse
less than 102% 0%
at least 102%, but less than 104% 50%
at least 104% 100%
Based on the Fiscal 2008 performance, the restrictions on 100% of the shares granted to Mr. Lumley lapsed on December 1, 2008. Each of the other
executives continues to have the right to earn such shares based on the financial performance in Fiscal 2009 or 2010. Pursuant to the separation agreement
executed with Ms. Yoder, she retains the ability to earn these shares.
Restricted Stock Grants Upon Execution of Employment Agreements
Each of Mr. Lumley, Mr. Heil and Ms. Yoder had executed new employment agreements during Fiscal 2007 (as described previously under the heading
“Employment Agreements”) that provided for initial grants of restricted stock. Each of Mr. Lumley and Mr. Heil were granted 50,000 shares of restricted stock
and Ms. Yoder was granted 35,000 shares of restricted stock. All such restricted stock is contingent only upon continued employment and will cliff vest on the
third anniversary of the grant date, which for Mr. Lumley and Mr. Heil would be February 1, 2010; provided, that the executive’s employment with the Company
has not been terminated with cause by the Company or voluntarily by the executive prior to such date. Pursuant to the separation agreement executed with
Ms. Yoder, she retains the ability to earn these shares. Mr. Hussey executed a second amendment to his employment agreement in Fiscal 2008 (as described
previously under the heading “Employment Agreements”) that provided for a grant of 100,000 shares of restricted stock. All such shares are time-based, with the
restrictions as to 50% of the these shares to lapse on June 9, 2009 and the restrictions on the remaining 50% of these shares to lapse on June 9, 2010; provided,
that Mr. Hussey’s employment with the Company has not been terminated with cause by the Company or voluntarily by Mr. Hussey prior to such date.
2005 Superior Achievement Program Restricted Stock Grants
In April 2005, each of Mr. Hussey, Mr. Genito and Mr. Heil received a grant of restricted stock under the 2004 Rayovac Incentive Plan as part of the
Company’s Superior Achievement Program. At the time these grants were made, the Compensation Committee believed that key measures of the ongoing
success of the Company would be its ability to achieve synergy savings associated with the acquisition of United and the pending
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008