Rayovac 2009 Annual Report Download - page 95

Table of Contents
Index to Financial Statements
awards for each of our named executive officers, expressed as a percentage of the target award tied to adjusted EBITDA, range from 0% for failing to
achieve at least 85% of the target performance levels established by the Compensation Committee, 100% for performance at the target performance levels,
increasing from there up to a maximum payout of 200% of the target award if actual performance exceeds 115% of the target performance levels.
Equity−Based Long Term Incentive Plan
The Company offers to certain members of management a long term incentive plan (“LTIP”), which includes both cash and equity programs. In
Fiscal 2009, as described below, only Mr. Hussey participated in the Company’s equity incentive program. For Fiscal 2010, following the Company’s
emergence from Chapter 11 of the Bankruptcy Code, the Compensation Committee has re−evaluated the viability and effectiveness of using an equity
incentive program to focus our management on the long−term performance of the Company as well as to enhance an ownership culture within the ranks of
our senior management, and has determined it appropriate to expand the participation of management in such a program. As a result, commencing with
Fiscal 2010 certain members of management determined by the Compensation Committee, including each of the current named executive officers, will
participate in the Company’s equity−based Long Term Incentive Program (“Equity LTIP”). For Fiscal 2010, participants designated by the Compensation
Committee to participate in the Equity LTIP are not eligible to participate in the Company’s cash−based long term incentive program (“Cash LTIP”)
described in more detail below in the section entitled “Cash−Based Long Term Incentive Plan”.
For Fiscal 2010, all grants under the Equity LTIP are implemented through grants of restricted stock awards under the Spectrum Brands, Inc. 2009
Incentive Plan (the “2009 Incentive Plan”), although the Compensation Committee retains the discretion to make future grants in other forms. Those grants
will then vest based on continued employment and the passage of time such that the restrictions on 75% of such shares would lapse on October 1, 2010 and
the restrictions on the remaining 25% of such shares would lapse on October 1, 2011. It is the current intention of the Compensation Committee that for
future fiscal years, awards made under the Company’s Equity LTIP will be earned based on the performance of the Company over time and continued
employment with the Company. With respect to the Fiscal 2010 Equity LTIP awards, those awards were made for each participant based on a specified
number of shares, rather than based on a percentage tied to salary or any other amount. Going forward, with respect to our named executive officers other
than Mr. Hussey, the minimum target LTIP award level, expressed as a percentage of annual base salary, is specified in their respective employment
agreements with the Company, although the Compensation Committee has the discretion to make larger grants. In determining the target LTIP award levels,
the Compensation Committee considers each executive’s total compensation relative to other similarly situated executives within the Company, long term
incentive compensation paid to similarly situated executives in other companies, experience level and the duties and responsibilities of such executive’s
position. With respect to Mr. Hussey, his employment agreement provides for an annual grant based on a fixed percentage of the shares initially reserved for
issuance under the 2009 Incentive Plan.
As of the date hereof, only the current named executive officers have been made grants under the Equity LTIP for Fiscal 2010, however the
Compensation Committee retains the discretion to expand participation to include other employees of the Company. For Fiscal 2010, the current named
executive officers have been granted the restricted stock awards set forth below.
Named Executive Shares of Restricted Stock Granted
Kent J. Hussey 222,222
Anthony L. Genito 111,111
David R. Lumley 166,667
John A. Heil 111,111
92