Rayovac 2009 Annual Report Download - page 109

Table of Contents
Index to Financial Statements
entity, more than 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in
substantially the same proportions as their ownership of the Company immediately prior to such sale.
In general, in the event a change in control occurs, and within one year following the change in control, the employment or service of an award holder
terminates without cause (as defined in the 2009 Incentive Plan), then the following shall apply:
(i) all stock options and stock appreciation rights outstanding as of the date the change in control occurs will become immediately exercisable;
(ii) the restrictions and other conditions applicable to any restricted stock or other stock−based awards which are not performance−based, including
vesting requirements, will lapse; and
(iii) Any performance−based awards will be paid on a pro−rata basis based on actual performance during the applicable performance cycle up to the
effective date of the termination of employment or service.
Executive−Specific Provisions
As discussed under the heading “Employment Agreements,” (i) each of Mr. Hussey, Mr. Lumley, Mr. Heil and Mr. Genito are parties to continuing
employment agreements with the Company that govern various aspects of the employment relationship, including the rights and obligations of the parties
upon termination of that employment relationship and (ii) in connection with the end of the employment relationships with Ms. Yoder, the Company and
Ms. Yoder have entered into a separation agreement governing the rights and obligations of the parties attending the end of the employment relationship. Set
forth below is a brief description of the provisions of those agreements with respect to a termination of employment and/or in the event of a change in
control.
Kent J. Hussey
The Company and Mr. Hussey, who was appointed Chief Executive Officer of the Company on May 23, 2007, are parties to an amended and restated
employment agreement dated as of October 22, 2009 (“Mr. Hussey’s employment agreement”). Mr. Hussey’s employment agreement contains the
following provisions applicable upon the termination of Mr. Hussey’s employment with the Company or in the event of a change in control of the
Company.
Employment relationship ends for any reason. Following the end of Mr. Hussey’s employment with the Company for any reason, Mr. Hussey is
entitled to receive the following benefits: (i) the Company will reimburse Mr. Hussey for the reasonable expenses associated with Mr. Hussey’s tax
preparation and financial planning services for a period of ten (10) years from the end of his employment and (ii) for a period of ten (10) years from the end
of his employment, the Company will arrange to provide Mr. Hussey and his spouse with continuing medical, dental and life insurance benefits substantially
similar to those provided to Mr. Hussey and his spouse by the Company immediately prior to the end of his employment with the Company, at no greater
cost to Mr. Hussey than the cost to Mr. Hussey immediately prior to such date. The right to receive these benefits was triggered pursuant to Mr. Hussey’s
employment agreement as then in effect upon his replacement as President and Chief Operating Officer of the Company, prior to the time he was named
Chief Executive Officer.
Termination of Mr. Hussey for Cause or voluntarily by Mr. Hussey. In the event that Mr. Hussey’s employment with the Company is terminated for
cause (as defined in Mr. Hussey’s employment agreement), or Mr. Hussey voluntarily terminates his employment (except pursuant to a constructive
termination, described below), then Mr. Hussey’s right to receive salary and benefits will cease as of the date of such termination, except that Mr. Hussey
will be entitled to any of his accrued benefits through the date of termination and those benefits described above under “Employment relationship ends for
any reason.”
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