Rayovac 2008 Annual Report Download - page 90

Table of Contents
Index to Financial Statements
acquisition of Tetra, growth in the Company’s earnings per share and growth in free cash flow. In order to focus senior management on these goals, the
Compensation Committee granted restricted shares the restrictions on which would lapse on the earlier (i) achievement by the Company of synergy savings,
earnings per share growth and free cash flow growth performance goals between the time of grant and September 30, 2007 or (ii) February 7, 2012, but only if
such executive’s employment with the Company is not terminated for any reason prior to such date. Based on the Company’s performance through
September 30, 2007, the performance goals described above were not achieved and, as a result, none of the shares of restricted stock awarded pursuant to the
Superior Achievement Program were earned as a result of the performance of the Company.
Deferral and Post-Termination Rights
Retirement Benefits. The Company has in effect or previously had in effect various retirement and other post-employment programs available to certain
executives, including the named executive officers. These consist of the Rayovac Deferred Compensation Plan (the “Deferred Compensation Plan”), the
Spectrum Brands, Inc. Supplemental Executive Retirement Plan (the “SERP”) and the Company’s 401(k) plan.
The SERP is a supplemental executive retirement plan for eligible employees of the Company. The Board of Directors determines which employees are
eligible to participate. Pursuant to the SERP, the Company establishes an account for each participant. Each October 1st, the Company credits the account of
each participant with an amount equal to 15% of the participant’s base salary. In addition, each calendar quarter, the Company credits each account by an amount
equal to 2% of the participant’s account value as of the first day of the plan year containing such calendar quarter. Each participant vests 20% per year in his
account after becoming a participant in the plan, with immediate full vesting occurring upon death, disability or a change in control of the Company. Among the
named executive officers, only Mr. Hussey, Mr. Lumley and Mr. Heil are active participants in the SERP. The current account balances for each such active
participant are set forth in the table entitled “Non-Qualified Deferred Compensation” starting on page 95. Subsequent to the end of Fiscal 2008, the Company
froze the SERP and made all active participants 100% vested. The full value of the account for each participant will be paid to those participants prior to the end
of calendar year 2009. In place of this program the Compensation Committee intends to modify the Company’s existing executive life insurance program for the
current named executives to provide for the build up of value within those policies based on contributions by the Company equivalent to the annual contributions
made by the Company under the SERP.
None of the named executive officers were participants in the Deferred Compensation Plan at the end of Fiscal 2008, and, in fact, the Company had no
active participants in the Plan at such time. None of the named executive officers had had positive balances in the Deferred Compensation Plan at any time
during Fiscal 2008. No contributions to the Deferred Compensation Plan were made by or on behalf of any named executive officer in Fiscal 2008.
Post-Termination Benefits. As described above, the Company has entered into employment agreements with all its current named executive officers which
govern, among other things, post-termination benefits payable to such named executive officers should his employment with the Company terminate. In
connection with the termination of her employment with the Company, Ms. Yoder has entered into a Separation Agreement and Release with the Company to
govern the parties relative rights and obligations arising out of the termination of her employment. A detailed description of the post-termination rights and
benefits pursuant to each of the agreements described in this paragraph is set forth under the heading “Termination and Change in Control Provisions” on page
96.
Perquisites and Benefits
The Company provides certain limited perquisites and other special benefits to certain executives, including the named executive officers. Among these
benefits are financial planning services, tax planning services, car allowances or leased car programs, executive medical exams and executive life and disability
insurance. In
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008