Rayovac 2009 Annual Report Download - page 123

Table of Contents
Index to Financial Statements
Upon the Company’s emergence from Chapter 11 of the Bankruptcy Code and pursuant to the Company’s Plan of Reorganization, all of the
Company’s then−serving non−employee directors were replaced with the current non−employee directors of the Company.
For Fiscal 2009 prior to the Company’s emergence from Chapter 11 of the Bankruptcy Code, non−employee directors received an annual cash
retainer of $100,000. The chair of the Audit Committee received an additional annual retainer of $10,000 and the chair of the Nominating and Corporate
Governance Committee and the chair of the Compensation Committee received an additional annual retainer of $5,000. The non−employee chairman of the
Board of Directors receives an additional annual retainer of $70,000. Directors also receive $1,500 for each Board of Directors meeting attended ($750 if
they participated telephonically) and $1,500 for each committee meeting attended ($750 if they participated telephonically). The chairman receives an
additional $1,000 for each Board of Directors meeting attended. Committee chairs receive an additional $1,000 per committee meeting attended.
In addition, prior to our emergence from Chapter 11 of the Bankruptcy Code, each fiscal year all directors other than the non−employee chairman of
the Board of Directors received a stock grant equal to the lesser of 8,000 shares or that number of shares with a value at grant of $70,000 and the
non−employee chairman of the Board of Directors received an annual stock grant equal to the lesser of 10,000 shares or that number of shares with a value
at grant of $85,000. The shares vested one−third per year on the first three anniversary dates of the grant. Directors who are employees of the Company
receive no additional compensation for their services as directors of the Company. Our current Board of Directors compensation plan does not provide for
stock option awards, non−equity incentive plan compensation, pension or nonqualified deferred compensation. Upon the Company’s emergence from
Chapter 11 of the Bankruptcy Code and pursuant to the Company’s Plan of Reorganization, all existing equity securities of the Company as of the Effective
Date, including all shares then held by directors, were extinguished.
Following the Company’s emergence from Chapter 11 of the Bankruptcy Code, the Compensation Committee established a new compensation
program for our non−employee directors. Non−employee directors now receive an annual cash retainer of $70,000 and an annual stock grant equal to that
number of shares with a value at grant of $70,000. Restricted shares with respect to Fiscal 2010 were granted subsequent to the end of Fiscal 2009 and will
vest on October 1, 2010. Directors who are employees of the Company receive no additional compensation for their services as directors of the Company.
The table set forth below, together with its footnotes, provides information regarding compensation paid to the Company’s Directors for Fiscal 2009.
Director Compensation Table
Name
Fees Earned
Paid in Cash
in FY 2009
Stock
Awards ($)
in FY 2009(1) Total Compensation
John D. Bowlin(2) $ 161,000 $ 38,336 $ 199,336
William P. Carmichael(2) $ 117,250 $ 34,831 $ 152,081
John S. Lupo(2) $ 104,250 $ 34,831 $ 139,081
Thomas R. Shepherd(2) $ 114,000 $ 39,290 $ 153,290
Barbara S. Thomas(2) $ 103,250 $ 34,831 $ 138,081
Kenneth C. Ambrecht(3) $ 6,467 $ 0 $ 6,467
Eugene I. Davis(3) $ 6,467 $ 0 $ 6,467
Marc S. Kirschner(3) $ 6,467 $ 0 $ 6,467
Norman S. Matthews(3) $ 6,467 $ 0 $ 6,467
Terry L. Polistina(3) $ 6,467 $ 0 $ 6,467
Hugh R. Rovit(3) $ 6,467 $ 0 $ 6,467
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