Rayovac 2009 Annual Report Download - page 92

Table of Contents
Index to Financial Statements
Mr. Lumley provides that upon expiration of the initial term (and any subsequent renewal term), unless earlier terminated in accordance with such
agreement, the agreement will automatically renew for an additional one−year period.
Each employment agreement permits the Company to terminate the executive’s employment upon notice in the event of “cause” (as defined in each
such agreement), or to terminate such executive’s employment without cause for any reason upon 60 days prior written notice (or, in the case of
Mr. Hussey, payment in lieu thereof), or upon 30 days notice in the event that the executive is unable to perform his or her duties for a period of at least 6
months by reason of any mental, physical or other disability. Each employment agreement allows the executive to voluntarily terminate his or her
employment for any reason upon 60 days prior written notice. Each agreement also terminates immediately upon the death of the executive. The agreements
with Messrs. Hussey, Genito, Lumley and Heil also provide that if the executive officer resigns upon the occurrence of specified circumstances that would
constitute “good reason”, or in the case of Mr. Hussey a “constructive termination” (as each is defined in each such agreement), the executive’s resignation
will be treated as a termination by the Company without cause and entitle the executive to the payments and benefits due with respect to a termination
without cause. Mr. Hussey’s employment agreement provides that the failure of Mr. Hussey and the Company to renew the employment agreement at the
end of the then−current term shall be treated as a termination by the Company without cause and entitle the executive to payments and benefits due with
respect to a termination without cause. The amounts and benefits payable to each such executive upon the termination of such executive’s employment in
accordance with their employment agreements are further described under the heading “Termination and Change in Control Provisions.”
Compensation Components
Base Salary
Annual base salary for each of the named executive officers is set forth in the employment agreement with the named executive officer, as increased
by subsequent action by the Compensation Committee. In determining the annual base salary reflected in each named executive officer’s employment
agreement, the Compensation Committee considered 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, Mr. Heil and Ms. Yoder (prior to the end of her employment) the relative sizes of the business
segments they manage or managed. This base salary level is subject to evaluation from time to time by the Compensation Committee to determine whether
any increase in the contractual base salary is appropriate. As of the end of Fiscal 2009 (or the end of employment, in the case of Ms. Yoder), the annual base
salaries were as set forth below for the named executive officers.
Named Executive Annual Base Salary at FYE
Kent J. Hussey $ 825,000
Anthony L. Genito $ 425,000
David R. Lumley $ 600,000
John A. Heil $ 500,000
Amy J. Yoder $ 400,000
Management Incentive Plan
Each of our continuing named executive officers, as well as other management personnel of the Company, participate in the Company’s annual
performance−based cash bonus program referred to as the Management Incentive Plan (“MIP”), which is designed to compensate executives and other
managers based on achievement of annual corporate, business segment and/or divisional goals. Under the MIP, each participant has the opportunity to earn
a threshold, target or maximum bonus amount that is contingent upon achieving the performance goals set by the Compensation Committee and reviewed
by the Board of Directors. The particular
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