Rayovac 2009 Annual Report Download - page 91

Table of Contents
Index to Financial Statements
compensation (consisting of salary and incentive plans) is represented by compensation based on the Company’s achievement of performance objectives set
by the Compensation Committee. However, in applying these compensation programs to individual circumstances and circumstances facing the Company
as a whole, the percentage of annual compensation based on the Company’s achievement of performance objectives set by the Compensation Committee
varies by individual, and the Compensation Committee is free to design compensation programs that provide for target−level performance based
compensation to be an amount equal to or less than 50% of total annual compensation. For example, for Fiscal 2010, the percentage of annual compensation
based on the Company’s achievement of performance objectives set by the Compensation Committee is as set forth below for each named executive officer
who continues to be employed by the Company:
Named Executive % Performance Based
Kent J. Hussey 12.9%
Anthony L. Genito 11.2%
David R. Lumley 10.6%
John A. Heil 12.2%
The remainder of each executive’s compensation is made up of amounts that do not vary based on performance. For all named executive officers,
these non−performance based amounts are set forth in such executive’s employment agreement and such executive’s retention agreement, as described
below, subject to review and potential increase or augmentation by the Compensation Committee. These amounts are determined by the Compensation
Committee taking into account current market conditions, the Company’s financial condition at the time such compensation levels are determined,
compensation levels for similarly situated executives with other companies, experience level and the duties and responsibilities of such executive’s position,
including with respect to Mr. Lumley and Mr. Heil the relative sizes of the business segments they manage or managed.
Employment Agreements
The Compensation Committee evaluates from time to time the appropriateness of entering into employment agreements or other written agreements
with members of the Company’s management to govern compensation and other aspects of the employment relationship and has generally favored entering
into employment agreements with its executive officers. With respect to the named executive officers who continue to be employed by the Company, at the
direction of the Compensation Committee the Company has entered into the following employment agreements with our current executive officers: (i) an
Amended and Restated Employment Agreement with Mr. Hussey dated as of October 22, 2009, (ii) an Amended and Restated Employment Agreement with
Mr. Lumley dated January 16, 2007, as amended by that certain Amendment to Amended and Restated Employment Agreement dated as of November 10,
2008 and that certain Second Amendment to Amended and Restated Employment Agreement dated as of February 24, 2009; (iii) an Amended and Restated
Employment Agreement with Mr. Heil dated January 16, 2007, as amended by that certain Amendment to Amended and Restated Employment Agreement
dated as of November 10, 2008 and that certain Second Amendment to Amended and Restated Employment Agreement dated as of February 24, 2009; and
(iv) an Employment Agreement dated as of June 9, 2008 with Mr. Genito, as amended by that certain Amendment to Employment Agreement dated as of
February 24, 2009. As described below under the heading “Termination and Change in Control Provisions”, in connection with the termination of the
employment of Ms. Yoder, the Company entered into a separation agreement with Ms. Yoder terminating her then−existing employment agreement.
The current term of the agreement for Mr. Hussey expires on September 30, 2012 and the current terms of the employment agreements for
Mr. Genito, Mr. Lumley and Mr. Heil expire on September 30, 2010. Mr. Hussey’s employment agreement provides that upon expiration of the initial term
(and any subsequent renewal term), the employment agreement terminates unless both Mr. Hussey and the Company agree to extend the term for an
additional one−year period. The employment agreements for each of Mr. Genito, Mr. Heil and
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