Rayovac 2009 Annual Report Download - page 113

Table of Contents
Index to Financial Statements
As discussed under the heading “Retention Agreements,” Mr. Genito is also party to a retention agreement between Mr. Genito and the Company
dated as of June 9, 2008 (“Mr. Genito’s retention agreement”). Mr. Genito’s retention agreement provides that in the event that prior to December 31, 2009
(i) Mr. Genito’s employment with the Company is considered to have been terminated by the executive for good reason (as defined in Mr. Genito’s
employment agreement and described above under “Termination in the event that Mr. Genito elects to invoke his right to terminate his employment for good
reason”) or (ii) the Company terminates Mr. Genito’s employment without cause (as defined in Mr. Genito’s employment agreement), the executive would
be entitled to receive any portion of the total potential award that has not yet been paid.
David R. Lumley
Mr. Lumley is a party to an amended and restated employment agreement between Mr. Lumley and the Company dated as of January 16, 2007, as
amended on November 10, 2008 (“Mr. Lumley’s employment agreement”). Mr. Lumley’s employment agreement contains the following provisions
applicable upon the termination of Mr. Lumley’s employment with the Company or in the event of a change in control of the Company.
Termination for Cause or voluntary termination by the executive (other than for good reason). In the event that the Mr. Lumley is terminated for
cause (as defined in Mr. Lumley’s employment agreement) or terminates his employment voluntarily, other than for good reason (as defined below),
Mr. Lumley’s salary and other benefits provided under his employment agreement cease at the time of such termination and Mr. Lumley is entitled to no
further compensation under his employment agreement. Notwithstanding this, Mr. Lumley would be entitled to continue to participate in the Company’s
medical benefit plans to the extent required by law. Further, upon such termination of employment, the Company would pay to the executive accrued pay
and benefits.
Termination without Cause or for Death or Disability. If the employment of Mr. Lumley with the Company is terminated by the Company without
cause or due to Mr. Lumley’s death or disability, or by virtue of a non−renewal of the employment agreement, the terminated executive is entitled to receive
certain post−termination benefits, detailed below, contingent upon execution of a separation agreement with a release of claims agreeable to the Company.
In such event the Company will:
• pay Mr. Lumley two times the sum of (i) the executive’s base salary in effect immediately prior to the executive’s termination and (ii) the
annual bonus (if any) earned by the executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the
fiscal year ending immediately prior to the fiscal year in which the executive was terminated ratably over the 24−month period immediately
following the executive’s termination (the “Lumley Cash Severance”);
• pay Mr. Lumley the pro rata portion of the target annual bonus for the fiscal year in which the termination occurs promptly following the
executive’s termination; and
• for the greater of (i) the 24−month period immediately following such termination or (ii) the time remaining until September 30, 2010, arrange
to provide the executive and his dependents with the insurance and other benefits generally made available from time to time by the Company
to its executive officers who report to the Chief Executive Officer, on a basis substantially similar to those provided to the executive and his or
her dependents by the Company immediately prior to the date of termination at no greater cost to the executive or the Company than the cost to
the executive and the Company immediately prior to such date. These benefits will cease immediately upon the discovery by the Company of
the executive’s breach of the agreement not to compete and secret processes and confidentiality provisions included in his employment
agreement. Mr. Lumley’s employment agreement includes non−competition and non−solicitation provisions that extend for one year following
the executive’s termination and confidentiality provisions that extend for two years following the executive’s termination.
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