Rayovac 2009 Annual Report Download - page 116

Table of Contents
Index to Financial Statements
(ii) the required relocation of Mr. Heil’s place of principal employment to an office more than 40 miles from Mr. Heil’s current office, or the
requirement by the Company that the executive be based at an office other than Mr. Heil’s current office on an extended basis;
(iii) a substantial diminution or other substantive adverse change in the nature or scope of Mr. Heil’s responsibilities, authorities, powers, functions
or duties; or
(iv) a breach by the Company of any of its other material obligations under Mr. Heil’s employment agreement, if not cured within thirty (30) days
after written notice of such breach;
(v) the failure of the Company to obtain the agreement of any successor to the Company to assume and agree to perform Mr. Heil’s employment
agreement; or
(vi) As more fully described below, the sale of the Global Pet Supplies business segment.
As described above, one event of “good reason” for Mr. Heil is deemed to occur upon the sale of Global Pet Supplies. However, the right of Mr. Heil
to terminate his employment as a result of such a sale is contingent upon the executive electing to exercise that right during the 60 day period preceding the
one year anniversary of the closing of the sale with the termination of employment to be effective on the one year anniversary date of such closing and that
as a further condition executive will have remained employed by the acquirer of the business segment during the full one year period following such closing
date. During such one−year period, the executive would be guaranteed an annual bonus of 100% of his target bonus amount. Unless the executive is
terminated at the time of such sale, the Company is obligated to deposit in escrow on the closing date of the sale an amount equal to double the sum of
(i) such executive’s annual base salary and (ii) the target MIP award amount such executive would be eligible to receive if the Company met 100% of the
applicable performance goals established by the Board of Directors or, if higher, the amount of the MIP award made to such executive for the fiscal year
ending immediately prior to the closing of such sale. If such executive’s employment is terminated without cause or by reason of death or disability
following the closing date of the sale but before the first anniversary of the closing date of the sale or upon the executive’s proper election to terminate his
employment for good reason, then the escrow agent will pay out the escrowed amount to the executive over 24 months in lieu of the Heil Cash Severance.
The executive would then also be entitled to receive those benefits described above under “Termination of Mr. Heil without Cause, for Death or Disability”
other than the Heil Cash Severance.
As discussed under the heading “Retention Agreements,” Mr. Heil is also party to a retention agreement between Mr. Heil and the Company dated as
of August 5, 2008 (“Mr. Heil’s retention agreement”). Mr. Heil’s retention agreement provides that in the event that prior to December 31, 2009
(i) Mr. Heil’s employment with the Company is considered to have been terminated by the executive for good reason (as defined in Mr. Heil’s employment
agreement and described above under “Termination in the event that Mr. Heil elects to invoke his right to terminate his employment for good reason”) or
(ii) the Company terminates Mr. Heil’s employment without cause (as defined in Mr. Heil’s employment agreement), the executive would be entitled to
receive any portion of the total potential award that has not yet been paid.
Amy J. Yoder
Ms. Yoder was the President, United Industries of the Company until October 8, 2008. In connection with her departure, the Company and Ms. Yoder
entered into a separation agreement and release dated as of October 8, 2008.
In connection with Ms. Yoder’s separation agreement she received or is entitled to receive the following cash amounts:
• $500,000, in 15 monthly installments of $33,333.33 which began on November 30, 2008 and have continued and will continue thereafter on the
30th day of each succeeding month until and including January 30, 2010; and
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