Rayovac 2009 Annual Report Download - page 130

Table of Contents
Index to Financial Statements
The terms of each of these agreements were negotiated in the context of our Chapter 11 reorganization and in consideration for the support of each of
the Harbinger Parties, Laminar and the Avenue Parties of the Plan. The agreements are referenced as Exhibit 4.3 and Exhibit 4.2, respectively, to this
Annual Report on Form 10−K.
Director Independence
Our common stock does not trade on any national securities exchange or any inter−dealer quotation system which has requirements as to the
independence of directors. However, our Board of Directors has adopted the definition of “independent director” set forth under Section 303A.02 of the
New York Stock Exchange Listed Company Manual and Section 10A (m)(3) of the Exchange Act to assist it in making determinations of independence.
Our Board of Directors has affirmatively determined that none of the following directors has a material relationship with the Company (either directly or as
a partner, shareholder or officer of an organization that has a relationship with the Company): Kenneth C. Ambrecht, Eugene I. Davis, Marc S. Kirschner,
Norman S. Matthews, Terry L. Polistina and Hugh R. Rovit, who are directors as of the date of this report. The Board of Directors also has determined that
the current directors referred to above currently meet the definition of “independent director” described above and qualify as independent. In addition, as of
April 29, 2009, our Board of Directors had determined that each of the following former directors of Spectrum Brands, Inc. were independent: John D.
Bowlin, William P. Carmichael, John S. Lupo, Thomas R. Shepherd, and Barbara S. Thomas.
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