| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory |
On August 30, 2022, Spectrum
Brands Holdings, Inc. and Spectrum Brands, Inc. (together, “the Company”) entered into separation agreements with Randal D.
Lewis, Executive Vice President and Chief Operating Officer, and Rebeckah Long, Senior Vice President and Chief Human Resources Officer.
These separation agreements were entered into by the Company in furtherance of its prior stated objective of creating a pure play Global
Pet Care and Home and Garden company and reducing its short-term spending.
The Company thanks Mr. Lewis
and Ms. Long for their contributions and wishes them the best with their future endeavors. Mr. Lewis and Ms. Long will be entitled to
certain benefits pursuant to their respective existing employment agreements, which are described in further detail below.
Lewis Agreement:
On August 30, 2022, the Company
entered into a Separation Agreement with Mr. Lewis (the “Lewis Agreement”) in connection with the Company terminating Mr.
Lewis’ employment without “cause” in accordance with Mr. Lewis’ existing Employment Agreement, dated September
9, 2019 (the “Lewis Employment Agreement”).
Mr. Lewis will continue as a
full-time employee of the Company until December 31, 2022 (the “Designated Date”) and thereafter, at the Company’s sole
election, Mr. Lewis may continue as a part-time employee for up to nine months (the later of such date and the Designated Date, the “Lewis
End Date”). During such time, Mr. Lewis will assist the Company with: (i) setting and executing the strategy of operation
of the Company’s business units, including pricing strategies, inventory management, supply chain management and tariff mitigation,
(ii) strategic projects and initiatives as identified by the Company, (iii) setting the Fiscal 2023 annual operating budget, and (iv)
ensuring timely transition of his duties. Mr. Lewis will be paid $50,000 per month as a part-time employee and for such part-time
service will receive no other compensation other than ordinary course benefits. This service may be terminated by the Company for any
reason with 30 days’ notice.
Consistent with the Lewis Employment
Agreement, the Lewis Agreement provides that from now until the Designated Date, Mr. Lewis will continue to be paid his existing base
salary and vest in his previously granted Fiscal 2020 equity awards and be eligible to receive the payout for a Management Incentive Plan
(“MIP”) cash bonus based on actual performance for Fiscal 2022. In addition, consistent with the Lewis Employment Agreement,
subject to continued compliance with his post-employment restrictive covenants, Mr. Lewis is eligible to receive: (i) cash severance,
in an amount equal to the sum of (x) 18-months’ base salary and (y) his target annual bonus, payable over an 18-month period, (ii)
health insurance benefits during the 18-month period following the Lewis End Date and other benefits, including the leased car program
and financial and tax planning services maintained by the Company for its Executive Vice Presidents, through the Designated Date and (iii)
vesting with respect to a pro rata portion of his Fiscal 2021 restricted stock unit (“RSU”) award based on days served as
an employee during the vesting period.
Other than as set forth above,
Mr. Lewis is not entitled to any other compensation or benefits, will forfeit all other unvested equity awards and will not participate
in the Company’s 2023 cash or equity bonus programs. In addition, Mr. Lewis will voluntarily forfeit his right to receive the pro
rata vesting of his 2022 RSUs, which he was entitled to receive pursuant to the Lewis Employment Agreement.
The above summary is not complete and is
qualified in its entirety by the Lewis Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report
on Form 10-K for the fiscal year ending September 30, 2022.
Long Agreement:
On August 30, 2022, the Company entered into
a Separation Agreement with Ms. Long (the “Long Agreement”) in connection with the Company terminating Ms. Long’s
employment without “cause” in accordance with Ms. Long’s existing Severance Agreement, dated September 9, 2019
(“Long Severance Agreement”). Ms. Long will continue as a full-time employee of the Company until December 31, 2022 (the
“Long End Date”) and will assist the Company with: (i) setting and executing the strategy of operation of the
Company’s Human Resources function, (ii) strategic projects and initiatives as identified by the
Company, (iii) setting the Fiscal
2023 annual Human Resources operating budget and (iv) ensuring timely transition of her duties.
Consistent with the Long
Severance Agreement, the Long Agreement provides that from now until the Long End Date, Ms. Long will continue to be paid her existing
base salary and vest in her previously granted Fiscal 2020 equity awards and be eligible to receive a payout for the MIP cash bonus based
on actual performance for Fiscal 2022. In addition, consistent with the terms of the Long Severance Agreement, subject to continued compliance
with her post-employment restrictive covenants, Ms. Long is eligible to receive: (i) base salary continuation for twelve months and (ii)
health insurance benefits during the 12-month period following the Long End Date and she will continue to participate in the leased car
program maintained by the Company for its Senior Vice Presidents through the Long End Date.
Other than as set forth above,
Ms. Long is not entitled to any other compensation or benefits, will forfeit all other unvested equity awards and will not participate
in the Company’s 2023 cash or equity bonus programs.
The above summary is not complete and is
qualified in its entirety by the Long Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on
Form 10-K for the fiscal year ending September 30, 2022.