Exhibit 10.9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 1st
day of October, 2000, by and between Rayovac Corporation, a Wisconsin
corporation (the "Company"), and Luis A. Cancio (the "Executive").
WHEREAS, the Company and the Executive wish to terminate Executive's
Severance Agreement with the Company, dated August 31, 1999, because the Company
desires to employ the Executive upon the terms and conditions set forth herein;
and
WHEREAS, the Executive is willing and able to accept such employment on
such terms and conditions.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
hereby agree as follows:
1. EMPLOYMENT DUTIES AND ACCEPTANCE. The Company hereby employs the
Executive, and the Executive agrees to serve and accept employment with the
Company as Senior Vice President/General Manager - Latin America. During
the Term (as defined below), the Executive shall devote all of his working
time to such employment and appointment, shall devote his best efforts to
advance the interests of the Company and shall not engage in any other
business activities, as an employee, director, consultant or in any other
capacity, whether or not he receives any compensation therefor, without the
prior written consent of the Board.
2. TERM OF EMPLOYMENT. Subject to Section 4 hereof, the Executive's
employment and appointment hereunder shall be for a term commencing on the
date hereof and expiring on September 30, 2003 (the "Term"). Upon
expiration of the Term, this Agreement shall automatically extend for
successive periods of one (1) year, unless the Executive or the Company
shall give notice to the other at least ninety (90) days prior to the end
of the Term (or any annual extension thereof) indicating that it does not
intend to renew the Agreement.
3. COMPENSATION. In consideration of the performance by the Executive of
his duties hereunder, the Company shall pay or provide to the Executive the
following compensation which the Executive agrees to accept in full
satisfaction for his services, it being understood that necessary
withholding taxes, FICA contributions and the like shall be deducted from
such compensation:
(a) BASE SALARY. The Executive shall receive a base salary equal
to Two Hundred Seventy-Five Thousand Dollars ($275,000) per annum
effective October 1, 2000 for the duration of the Term ("Base
Salary"), which Base Salary shall be paid in equal semi-monthly
installments each year, to be paid semi-monthly in arrears. The Board
will review from time to time the Base Salary payable to the
1
Executive hereunder and may, in its discretion, increase the
Executive's Base Salary. Any such increased Base Salary shall be and
become the "Base Salary" for purposes of this Agreement.
(b) BONUS. The Executive shall receive a bonus for each fiscal
year ending during the Term, payable annually in arrears, which shall
be based on fifty percent (50%) of Base Salary, provided the Company
achieves certain annual performance goals established by the Board
from time to time (the "Bonus"). The Board may, in its discretion,
increase the annual Bonus. Any such increased annual Bonus shall be
and become the "Bonus" for such fiscal year for purposes of this
Agreement.
(c) INSURANCE COVERAGES AND PENSION PLANS. The Executive shall be
entitled to such insurance, pension and all other benefits as are
generally made available by the Company to its executive officers from
time to time.
(d) STOCK OPTIONS. All stock options previously granted to the
Executive shall remain in full force and effect in accordance with
their terms. If the Company implements a new stock option program in
the future, the Executive may participate to the extent authorized by
the Board.
(e) RESTRICTED STOCK AWARD. In connection with the Executive's
employment and appointment hereunder, the Executive is hereby granted
a Restricted Stock Award pursuant to The 1997 Rayovac Incentive Plan
(the "1997 Plan") and the terms and conditions of the Rayovac
Corporation Restricted Stock Award Agreement attached hereto as
Schedule A.
(f) VACATION. The Executive shall be entitled to four (4) weeks
vacation each year.
(g) OTHER EXPENSES. The Executive shall be entitled to
reimbursement of all reasonable and documented expenses actually
incurred or paid by the Executive in the performance of the
Executive's duties under this Agreement, upon presentation of expense
statements, vouchers or other supporting information in accordance
with Company policy. All expense reimbursements and other perquisites
of the Executive are reviewable periodically by the Compensation
Committee of the Board, if there be one, or the Board.
(h) VEHICLE. Pursuant to the Company's policy for use of vehicles
by executives, Executive shall be provided the use of a leased
vehicle. Unless the Executive's employment is terminated by the
Company for Cause or by the Executive pursuant to Section 5(c),
Executive shall be permitted to drive his Company vehicle for the
duration of the 12-month period following termination; at the end of
such 12-month period, Executive will be permitted to purchase his
Company vehicle at book value as of such date.
(i) D&O INSURANCE. The Executive shall be entitled to
indemnification from the Company to the maximum extent provided by
law, but not
2
for any action, suit, arbitration or other proceeding (or portion
thereof) initiated by the Executive, unless authorized or ratified by
the Board. Such indemnification shall be covered by the terms of the
Company's policy of insurance for directors and officers in effect
from time to time (the "D&O Insurance"). Copies of the Company's
charter, by-laws and D&O Insurance will be made available to the
Executive upon request.
(j) LEGAL FEES. The Company shall pay the Executive's actual and
reasonable legal fees incurred in connection with the preparation of
this Agreement.
4. TERMINATION.
(a) TERMINATION BY THE COMPANY WITH CAUSE. The Company shall have
the right at any time to terminate the Executive's employment
hereunder without prior notice upon the occurrence of any of the
following (any such termination being referred to as a termination for
"Cause"):
(i) the commission by the Executive of any deliberate and
premeditated act taken by the Executive in bad faith against
the interests of the Company;
(ii) the Executive has been convicted of, or pleads NOLO
CONTENDERE with respect to, any felony, or of any lesser
crime or offense having as its predicate element fraud,
dishonesty or misappropriation of the property of the
Company;
(iii) the habitual drug addiction or intoxication of the
Executive which negatively impacts his job performance or
the Executive's failure of a Company-required drug test;
(iv) the willful failure or refusal of the Executive to perform his
duties as set forth herein or the willful failure or refusal
to follow the direction of the President, the CEO or the
Board, provided such failure or refusal continues after
thirty (30) days of the receipt of notice in writing from
the President, the CEO or the Board of such failure or
refusal, which notice refers to this Section 4(a) and
indicates the Company's intention to terminate the
Executive's employment hereunder if such failure or refusal
is not remedied within such thirty (30) day period; or
(v) the Executive breaches any of the terms of this
Agreement or any other agreement between the Executive and
the Company which breach is not cured within thirty (30)
days subsequent to notice from the Company to the Executive
of such breach, which notice refers to this Section 4(a) and
indicates the Company's intention to terminate the
Executive's employment hereunder if such breach is not cured
within such thirty (30) day period.
3
If the definition of termination for "Cause" set forth above
conflicts with such definition in the Executive's time-based
or performance- based Stock Option Agreements pursuant to the
1997 Plan or the Rayovac Corporation 1996 Stock Option Plan
(collectively, the "Stock Option Agreements") or any
agreements referred to therein, the definition set forth
herein shall control.
(b) TERMINATION BY COMPANY FOR DEATH OR DISABILITY. The Company shall
have the right at anytime to terminate the Executive's employment
hereunder upon thirty (30) days prior written notice upon the
Executive's inability to perform his duties hereunder by reason of any
mental, physical or other disability for a period of at least six (6)
consecutive months (for purposes hereof, "disability" has the same
meaning as in the Company's disability policy), if within 30 days
after such notice of termination is given, the Executive shall not
have returned to the full-time performance of his duties. The
Company's obligations hereunder shall, subject to the provisions of
Section 5(b), also terminate upon the death of the Executive.
(c) TERMINATION BY COMPANY WITHOUT CAUSE. The Company shall have
the right at any time to terminate the Executive's employment for any
other reason without Cause upon sixty (60) days prior written notice
to the Executive.
(d) VOLUNTARY TERMINATION BY EXECUTIVE. The Executive shall be
entitled to terminate his employment and appointment hereunder upon
sixty (60) days prior written notice to the Company. Any such
termination shall be treated as a termination by the Company for
"Cause" under Section 5.
(e) NOTICE OF TERMINATION. Any termination by the Company for Cause shall
be communicated by Notice of Termination to the other party hereto
given in accordance with Section 8. For purposes of this Agreement, a
"Notice of Termination" means a written notice given prior to the
termination which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii)
if the termination date is other than the date of receipt of such
notice, specifies the termination date of this Agreement (which date
shall be not more than fifteen (15) days after the giving of such
notice). The failure by the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of
Cause shall not waive any right of the Company hereunder or preclude
the Company from asserting such fact or circumstance in enforcing its
rights hereunder.
5. EFFECT OF TERMINATION OF EMPLOYMENT.
(a) WITH CAUSE. If the Executive's employment is terminated with
Cause, the Executive's salary and other benefits specified in Section
3 shall cease at the time of such termination, and the Executive shall
not be entitled to any compensation specified in Section 3 which was
4
not required to be paid prior to such termination; provided, however,
that the Executive shall be entitled to continue to participate in the
Company's medical benefit plans to the extent required by law.
(b) WITHOUT CAUSE, DEATH OR DISABILITY. If the Executive's
employment is terminated by the Company without Cause or by reason of
death or disability, then the Company shall pay the Executive the
amounts and provide the Executive the benefits as follows:
(i) The Company shall pay to the Executive as severance,
an amount in cash equal to double the sum of (i) the
Executive's Base Salary, and (ii) the annual Bonus (if any)
earned by the Executive pursuant to any annual bonus or
incentive plan maintained by the Company in respect of the
fiscal year ending immediately prior to the fiscal year in
which the termination occurs, such cash amount to be paid to
the Executive ratably monthly in arrears over the
Non-Competition Period (as defined below).
(ii) For the greater of (i) the 24-month period
immediately following such termination or (ii) the remainder
of the Term, the Company shall arrange to provide the
Executive and his dependents the additional benefits
specified in Section 3(c). Benefits otherwise receivable by
the Executive pursuant to this Section 5(b)(ii) shall cease
immediately upon the discovery by the Company of the
Executive's breach of the covenants contained in Section 6
or 7 hereof.
(iii) The Executive's accrued vacation (determined in
accordance with Company policy) at the time of termination
shall be paid as soon as reasonably practicable.
(iv) Any payments provided for hereunder shall be paid net
of any applicable withholding required under federal, state,
or local law and any additional withholding to which the
Executive has agreed.
(v) If the Executive's employment with the Company
terminates during the Term, the Executive shall not be
required to seek other employment or to attempt in any way
to reduce any amounts payable to the Executive by the
Company pursuant to this Section 5.
6. AGREEMENT NOT TO COMPETE.
(a) The Executive agrees that during the Non-Competition Period (as
defined below), he will not, directly or indirectly, in any capacity,
either separately, jointly or in association with others, as an
officer, director, consultant, agent, employee, owner, principal,
partner or stockholder of any business, or in any other capacity,
engage or have a financial interest in any business which is involved
in the design, manufacturing, marketing or sale of batteries or
battery operated lighting devices (excepting only the ownership of not
more
5
than 5% of the outstanding securities of any class listed on an
exchange or the Nasdaq Stock Market). The "Non-Competition Period" is
(a) the longer of the Executive's employment hereunder or time period
which he serves as a director of the Company plus (b) a period of one
(1) year thereafter.
(b) Without limiting the generality of clause (a) above, the Executive
further agrees that during the Non-Competition Period, he will not,
directly or indirectly, in any capacity, either separately, jointly or
in association with others, solicit or otherwise contact any of the
Company's customers or prospects, as shown by the Company's records,
that were customers or prospects of the Company at any time during the
Non-Competition Period if such solicitation or contact is for the
general purpose of selling products that satisfy the same general
needs as any products that the Company had available for sale to its
customers or prospects during the Non-Competition Period.
(c) The Executive agrees that during the Non-Competition Period,
he shall not, other than in connection with employment for the
Company, solicit the employment or services of any employee of Company
who is or was an employee of Company at any time during the
Non-Competition Period. During the Non-Competition Period, the
Executive shall not hire any employee of Company for any other
business.
(d) If a court determines that the foregoing restrictions are too
broad or otherwise unreasonable under applicable law, including with
respect to time or space, the court is hereby requested and authorized
by the parties hereto to revise the foregoing restrictions to include
the maximum restrictions allowed under the applicable law.
(e) For purposes of this Section 6 and Section 7, the "Company"
refers to the Company and any incorporated or unincorporated
affiliates of the Company.
7. SECRET PROCESSES AND CONFIDENTIAL INFORMATION.
(a) The Executive agrees to hold in strict confidence and, except as the
Company may authorize or direct, not disclose to any person or use
(except in the performance of his services hereunder) any confidential
information or materials received by the Executive from the Company
and any confidential information or materials of other parties
received by the Executive in connection with the performance of his
duties hereunder. For purposes of this Section 7(a), confidential
information or materials shall include existing and potential customer
information, existing and potential supplier information, product
information, design and construction information, pricing and
profitability information, financial information, sales and marketing
strategies and techniques and business ideas or practices. The
restriction on the Executive's use or disclosure of the confidential
information or materials shall remain in force until such information
is of general knowledge in the industry through no fault of the
6
Executive or any agent of the Executive. The Executive also agrees to
return to the Company promptly upon its request any Company
information or materials in the Executive's possession or under the
Executive's control.
(b) The Executive will promptly disclose to the Company and to no other
person, firm or entity all inventions, discoveries, improvements,
trade secrets, formulas, techniques, processes, know-how and similar
matters, whether or not patentable and whether or not reduced to
practice, which are conceived or learned by the Executive during the
period of the Executive's employment with the Company, either alone or
with others, which relate to or result from the actual or anticipated
business or research of the Company or which result, to any extent,
from the Executive's use of the Company's premises or property
(collectively called the "Inventions"). The Executive acknowledges and
agrees that all the Inventions shall be the sole property of the
Company, and the Executive hereby assigns to the Company all of the
Executive's rights and interests in and to all of the Inventions, it
being acknowledged and agreed by the Executive that all the Inventions
are works made for hire. The Company shall be the sole owner of all
domestic and foreign rights and interests in the Inventions. The
Executive agrees to assist the Company at the Company's expense to
obtain and from time to time enforce patents and copyrights on the
Inventions.
(c) Upon the request of, and, in any event, upon termination of
the Executive's employment with the Company, the Executive shall
promptly deliver to the Company all documents, data, records, notes,
drawings, manuals and all other tangible information in whatever form
which pertains to the Company, and the Executive will not retain any
such information or any reproduction or excerpt thereof.
8. NOTICES. All notices or other communications hereunder shall be in
writing and shall be deemed to have been duly given (a) when delivered
personally, (b) upon confirmation of receipt when such notice or other
communication is sent by facsimile or telex, (c) one day after delivery to
an overnight delivery courier, or (d) on the fifth day following the date
of deposit in the United States mail if sent first class, postage prepaid,
by registered or certified mail. The addresses for such notices shall be as
follows:
(a) For notices and communications to the Company:
Rayovac Corporation
601 Rayovac Drive
Madison, WI 53711
Facsimile: (608) 278-6666
Attention: James T. Lucke
(b) For notices and communications to the Executive:
Luis A. Cancio
Marbella Building - Apt. 10B
250 S. Ocean Blvd.
Boca Raton, FL 33143
7
Any party hereto may, by notice to the other, change its address for
receipt of notices hereunder.
9. GENERAL.
9.1 GOVERNING LAW. This Agreement shall be construed under and
governed by the laws of the State of Wisconsin, without reference to
its conflicts of law principles.
9.2 AMENDMENT; WAIVER. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms hereof may be
waived, only by a written instrument executed by all of the parties
hereto or, in the case of a waiver, by the party waiving compliance.
The failure of any party at any time or times to require performance
of any provision hereof shall in no manner affect the right at a later
time to enforce the same. No waiver by any party of the breach of any
term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this
Agreement.
9.3 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Executive, without regard to the duration of his employment by the
Company or reasons for the cessation of such employment, and inure to
the benefit of his administrators, executors, heirs and assigns,
although the obligations of the Executive are personal and may be
performed only by him. This Agreement shall also be binding upon and
inure to the benefit of the Company and its subsidiaries, successors
and assigns, including any corporation with which or into which the
Company or its successors may be merged or which may succeed to their
assets or business.
9.4 COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
9.5 ATTORNEYS' FEES. In the event that any action is brought to
enforce any of the provisions of this Agreement, or to obtain money
damages for the breach thereof, and such action results in the award
of a judgment for money damages or in the granting of any injunction
in favor of one of the parties to this Agreement, all expenses,
including reasonable attorneys' fees, shall be paid by the
non-prevailing party.
9.6 NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation
during his employment hereunder in any benefit, bonus, incentive or
other plan or program provided by the Company or any of its affiliates
and for which the Executive may qualify. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under
any plan or program of the Company or any affiliated company at or
subsequent to the date of the Executive's termination of employment
8
with the Company shall, subject to the terms hereof or any other
agreement entered into by the Company and the Executive on or
subsequent to the date hereof, be payable in accordance with such plan
or program.
9.7 MITIGATION. In no event shall the Executive be obligated to
seek other employment by way of mitigation of the amounts payable to
the Executive under any of the provisions of this Agreement.
9.8 EQUITABLE RELIEF. The Executive expressly agrees that breach
of any provision of Sections 6 or 7 of this Agreement would result in
irreparable injuries to the Company, that the remedy at law for any
such breach will be inadequate and that upon breach of such
provisions, the Company, in addition to all other available remedies,
shall be entitled as a matter of right to injunctive relief in any
court of competent jurisdiction without the necessity of proving the
actual damage to the Company.
9.9 SEVERANCE AGREEMENT. The Severance Agreement between the
parties dated August 31, 1999 is hereby terminated and all rights and
obligations thereunder are of no further force or effect.
9.10 ENTIRE AGREEMENT. This Agreement and the schedule hereto
constitute the entire understanding of the parties hereto with respect
to the subject matter hereof and supersede all prior negotiations,
discussions, writings and agreements between them with respect to the
subject matter hereof.
9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
RAYOVAC CORPORATION
By:
--------------------------------------
David A. Jones
Chief Executive Officer
EXECUTIVE:
- -------------------------------
Name: Luis A. Cancio
10
SCHEDULE A
RAYOVAC CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
This is a Restricted Stock Award Agreement ("Agreement") dated as of
October 1, 2000 by and between Rayovac Corporation, a Wisconsin corporation (the
"Company"), and Luis A. Cancio (the "Executive") pursuant to The 1997 Rayovac
Incentive Plan (the "Plan"), and, in consideration of the mutual promises set
forth below and other good and valuable consideration, the mutuality and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
1. BACKGROUND. The Company has adopted the Plan to provide additional
incentive compensation to its officers and other employees and to encourage such
individuals, including the Executive, to remain in the employ of the Company.
The Company desires to grant an award (the "Award") to the Executive of shares
of the Company's common stock, par value $.01 per share ("Common Stock"), as
additional incentive for the Executive's services and as an inducement to the
continued services by the Executive to the Company and its subsidiaries, subject
to all of the terms, conditions and restrictions contained herein. The Executive
acknowledges that he has received a copy of the Plan and any prospectus related
thereto from the Company.
2. GRANT OF AWARD. Pursuant to the Plan and subject to the terms and
conditions of this Agreement and the Plan, the Company hereby grants to the
Executive an Award of Twenty-Four Thousand Eighty-Eight (24,088) shares of
Common Stock, subject to certain restrictions (individually, a "Share" and
collectively, the "Shares").
3. RESTRICTIONS. Until expiration of the restrictions provided in this
Agreement or in the Plan, the Shares shall be subject to the following
restrictions:
(a) CONTINUED EMPLOYMENT. The Executive shall remain in the employment
of the Company or one of its subsidiaries and if, prior to the lapse of
restrictions on the Shares, the Executive's employment by the Company terminates
for any reason other than termination by the Company without Cause or by reason
of death or disability of Executive prior to the date the restrictions lapse,
the Shares shall immediately be forfeited to the Company and the Executive shall
have no further rights with respect the Shares. The terms "Cause" and
"disability" shall be defined as set forth in Sections 4(a) and (b) of
Executive's Employment Agreement of October 1, 2000.
11
(b) TRANSFER. The Shares may not be sold, assigned, transferred,
exchanged, pledged, hypothecated, or otherwise encumbered in any manner by the
Executive.
4. LAPSE OF RESTRICTIONS.
(a) GENERAL. Subject to the terms of this Agreement, restrictions on
the Shares shall expire on September 30, 2003, and the Executive shall receive
the Shares with respect to which such restrictions expire within thirty (30)
days after such vesting date.
(b) FORFEITURE OF SHARES. The Executive shall forfeit all of the
Shares subject to restrictions upon the Executive's termination of employment
with the Company or any of its subsidiaries for any reason other than
termination by the Company without Cause or by reason of death or disability.
(c) TERMINATION OF RESTRICTIONS. Notwithstanding the foregoing, the
Compensation Committee of the Board of Directors of the Company shall have the
power, in its sole discretion, to accelerate the expiration of the applicable
restriction period, to waive any restriction with respect to any part or all of
the Shares, or to waive the forfeiture of Shares and to retain restrictions on
Shares that would have been forfeited pursuant to the terms of this Agreement.
5. CERTIFICATES. Each certificate issued in respect of the Shares shall
be registered in the name of Executive and deposited with the Company or its
designee and shall bear the following legend:
"This certificate and the shares of common stock represented hereby
are subject to the terms and conditions (including forfeiture and
restrictions against transfer) contained in The 1997 Rayovac Incentive
Plan and an Agreement entered into between Rayovac Corporation and the
registered owner. Release from such terms and conditions shall be
obtained only in accordance with the provisions of such Plan and
Agreement, copies of which are on file in the office of the Secretary
of Rayovac Corporation, Madison, Wisconsin."
The Executive shall execute and deliver to the Company a stock power or powers
in blank with respect to the Shares.
6. SECTION 83 ELECTION. The Executive agrees not to file an election
under section 83(b) of the Internal Revenue Code of 1986, as amended, with
respect to the Shares.
7. CHANGE IN CONTROL. As more particularly provided in the Plan, all
restrictions with respect to any of the Shares that have not been previously
forfeited
12
as provided in this Agreement shall expire and lapse upon the occurrence of a
Change in Control (as defined in the Plan). If a Change in Control has occurred,
all restrictions on the Shares shall expire immediately prior to the effective
date of the Change in Control.
8. INCORPORATION OF PLAN; DEFINED TERMS. The Plan is incorporated
herein by reference and made a part of this Agreement as if each provision of
the Plan were specifically set forth herein. In the event of a conflict
between the Plan and this Agreement, the terms and conditions of the Plan
shall govern. Unless otherwise expressly defined in this Agreement, all
capitalized terms in this Agreement shall have the meanings given such terms
in the Plan.
9. MISCELLANEOUS.
(a) SUCCESSORS; GOVERNING LAW. This Agreement shall bind and inure to
the benefit of the parties, their heirs, personal representative, successors in
interest and assigns. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin.
(b) DIVIDENDS. The Company shall have the discretion to pay to the
Executive any special or regular cash dividends declared by the Board of
Directors, or to defer the payment of cash dividends until the expiration of the
restrictions with respect to the Shares, or reinvest such amounts in additional
shares of Restricted Stock. Any cash payments of dividends that become payable
while any of the Shares remain subject to restrictions hereunder to Executive
with respect to the restricted shares may, in the Company's discretion, be net
of an amount sufficient to satisfy any federal, state and local withholding tax
requirements with respect to such dividends.
(c) CONTINUED EMPLOYMENT. The Agreement does not constitute a contract
of employment. Participation in the Plan does not give the Executive the right
to remain in the employ of the Company or a subsidiary and does not limit in any
way the right of the Company or a subsidiary to change the duties or
responsibilities of the Executive.
(d) AMENDMENT. The Company may amend this Agreement or modify the
provisions for the termination of the restrictions on the Shares without the
approval of the Executive to comply with any rules or regulations under
applicable tax, securities or other laws or the rules and regulations
thereunder, or to correct any omission in this Agreement.
13
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as
of the date set forth below.
Rayovac Corporation
October 1, 2000 By:
-----------------------------------
David A. Jones
Chief Executive Officer
EXECUTIVE
- --------------------------------
Name: Luis A. Cancio
Address: Marbella Building - Apt. 10B
250 S. Ocean Blvd.
Boca Raton, FL 33143