Rayovac 2009 Annual Report Download - page 108

Table of Contents
Index to Financial Statements
account receives an annual interest credit of 8%. Following the end of Fiscal 2008, the Company terminated the SERP and fully vested all
participants. Account balances of active participants as of the date the SERP was frozen were paid their entire balance in January 2009.
(2) The SERP does not require employee contributions, and the deferred compensation plan has no executives actively deferring any compensation.
(3) Represents the 15% of annual base salary credit each participant in the SERP receives on October 1 of each year.
(4) As described above, the SERP was frozen on December 31, 2008. Amount reflected represents one quarter of the 8% interest credit each participant
in the SERP receives per year and the earnings received on participants deferred compensation balance.
(5) Represents balance for the SERP only as of September 30, 2009.
Termination and Change in Control Provisions
Awards under the Company’s Incentive Plans
Each named executive officer other than Ms. Yoder has received and currently holds restricted stock awards under the 2009 Incentive Plan, made
pursuant to the Company’s 2010 Equity LTIP incentive program. As described above, Mr. Hussey, Mr. Genito, Mr. Lumley and Mr. Heil are also
participants in the 2010 MIP. Each of these incentive plans contain provisions triggered by a change in control of the Company. For purposes of these
incentive plans, change in control generally means the occurrence of any of the following events:
(i) the acquisition, by any individual, entity or group of beneficial ownership of more than 50% of the combined voting power of the Company’s
then outstanding securities, excluding from this provision Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund V, L.P., Avenue Special
Situations Fund IV, L.P., Avenue−CDP Global Opportunities Fund, L.P. or D. E. Shaw Laminar Portfolios, L.L.C. and each of their respective
subsidiaries and Affiliates (each, a “Designated Holder”) and any individual, entity or group who becomes such a beneficial owner in
connection with a transaction described in clause (A) of subsection (iii) below;
(ii) individuals who constituted the Board of Directors at the effective time of either of the plans and directors who are nominated and elected as
their successors from time to time cease for any reason to constitute at least a majority of the Board;
(iii) consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity, other
than (A) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any
parent thereof) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, (B) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no individual, entity or group is or becomes the beneficial owner, directly or indirectly, of voting
securities of the Company (not including in the securities beneficially owned by such individual, entity or group any securities acquired directly
from the Company or any of its direct or indirect subsidiaries) representing 50% or more of the combined voting power of the Company’s then
outstanding voting securities or (C) a merger or consolidation affecting the Company as a result of which a Designated Holder owns after such
transaction more than 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation; or
(iv) approval by the stockholders of the Company of either a complete liquidation or dissolution of the Company or the sale or other disposition of
all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the assets of
the Company to an
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