Spectrum Brands Holdings, Inc. (Form: 8-K, Received: 11/22/2010 16:49:19)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 22, 2010 (November 16, 2010)

SPECTRUM BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-34757

(Commission File No.)

27-2166630

(IRS Employer

Identification No.)

601 Rayovac Drive

Madison, Wisconsin 53711

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November 16, 2010, Spectrum Brands Holdings, Inc. (the “Parent”) and Spectrum Brands, Inc. (the “Company”) entered into an amendment to the employment agreement with David R. Lumley, dated August 11, 2010 (the “Lumley Amendment”). The Lumley Amendment provides that in each of fiscal year 2011 and 2012, Mr. Lumley shall receive a grant of stock awards for such fiscal year consisting of 173,600 performance based restricted stock units covering common shares of Parent (the “RSUs”). These grants are in lieu of awards currently provided for in section 3(e) of Mr. Lumley’s amended and restated employment agreement.

Additionally, effective November 16, 2010, the Company entered into an amendment to the employment agreement (“Employment Amendments”) with each of (i) Terry L. Polistina, dated August 16, 2010, (ii) Anthony L. Genito, dated June 9, 2008, and (iii) John A. Heil, dated January 16, 2007. The Employment Amendments provide that in each of fiscal year 2011 and 2012, the executive shall receive a grant of stock awards consisting of 88,888 RSUs. These grants are in lieu of awards currently provided for in section 3(e) of Mr. Polistina’s and Mr. Genito’s employment agreements, and in sections 3(e) and 3(f) of Mr. Heil’s employment agreement.

The foregoing summary of the terms and conditions of the Lumley Amendment and Employment Amendments is qualified in its entirety by reference to the agreements, a copy of which is filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and which is incorporated by reference into this Item 5.02.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.	Description
10.1	First Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of August 11, 2010, by and among Spectrum Brands, Inc., Spectrum Brands Holdings, Inc. and David R. Lumley

10.2	First Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of August 16, 2010, by and between Spectrum Brands, Inc. and Terry L. Polistina

10.3	Third Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of June 9, 2008, by and between Spectrum Brands, Inc. and Anthony L. Genito

10.4	Fourth Amendment, dated as of November 16, 2010, to the Amended and Restated Employment Agreement, dated as of January 16, 2007, by and between Spectrum Brands, Inc. and John A. Heil

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	SPECTRUM BRANDS, INC.

	By: /s/ John T. Wilson
	Name: John T. Wilson
	Title: Senior Vice President, Secretary and General Counsel

Dated: November 22, 2010

Exhibit	Description

10.1	First Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of August 11, 2010, by and among Spectrum Brands, Inc., Spectrum Brands Holdings, Inc. and David R. Lumley

10.2	First Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of August 16, 2010, by and among Spectrum Brands, Inc. and Terry L. Polistina

10.3	Third Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of June 9, 2008, by and among Spectrum Brands, Inc. and Anthony L. Genito

10.4	Fourth Amendment, dated as of November 16, 2010, to the Amended and Restated Employment Agreement, dated as of January 16, 2007, by and among Spectrum Brands, Inc. and John A. Heil

Exhibit 10.1

First Amendment to the Employment Agreement

FIRST AMENDMENT, dated as of, and effective, November 16, 2010 (this “ Amendment ”), to the Employment Agreement dated as of August 11, 2010 (the “ Agreement ”) by and between Spectrum Brands, Inc., a Delaware corporation (the “ Company ”), Spectrum Brands Holdings, Inc., a Delaware corporation (“ Parent ”) and David R. Lumley (the “ Executive ”).

WHEREAS, the parties desire to amend the Agreement in certain respects; and agree that all other terms and conditions of the Agreement shall otherwise remain in place, except as expressly amended herein.

NOW, THEREFORE, for valuable consideration, receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows, effective as of the date set forth below:

1. Section 3(e) of the Agreement is amended and restated in its entirety as follows:

New Stock-Based Award . Subject to the Executive’s continued employment with the Company: (i) in fiscal year 2011, the Executive shall receive a grant of stock awards for fiscal year 2011 consisting of 173,600 restricted stock units covering common shares of Parent (the “ RSUs ”) and (ii) in fiscal year 2012, the Executive shall receive a grant for fiscal year 2012 of 173,600 RSUs. The vesting of the RSUs will be subject to time and performance based vesting and shall be subject to the terms and conditions as more fully set on Exhibit B , attached hereto. For the avoidance of doubt, the Executive will not be entitled to the grant of RSUs following the termination of his employment with the Company.

2. The phrase “and Options” shall be deleted from Section 4(e) of the Agreement.

3. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Delaware.

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

[Signature Page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

	Spectrum Brands, Inc.


	By:	/s/ John T. Wilson
		Name: John T. Wilson
		Title: Senior Vice President, Secretary and General Counsel

	Spectrum Brands Holdings, Inc.


	By:	/s/ John T. Wilson
		Name: John T. Wilson
		Title: Senior Vice President, Secretary and General Counsel

EXECUTIVE:

/s/ David R. Lumley

Name: David R. Lumley

Exhibit 10.2

First Amendment to the Employment Agreement

FIRST AMENDMENT, dated as of, and effective, November 16, 2010 (this “ Amendment ”), to the Employment Agreement dated as of August 16, 2010 (the “ Agreement ”) by and between Spectrum Brands, Inc., a Delaware corporation (the “ Company ”), and Terry L. Polistina (the “ Executive ”).

1. Section 3(e) of the Agreement is amended and restated in its entirety as follows:

New Stock-Based Award . Subject to the Executive’s continued employment with the Company: (i) in fiscal year 2011, the Executive shall receive a grant of stock awards for fiscal year 2011 consisting of 88,888 restricted stock units covering common shares of Spectrum Brands Holdings, Inc., a Delaware corporation (the “ Parent ”) (the “ RSUs ”) and (ii) in fiscal year 2012, the Executive shall receive a grant for fiscal year 2012 of 88,888 RSUs. The vesting of the RSUs will be subject to time and performance based vesting and shall be subject to the terms and conditions as more fully set on Exhibit A , attached hereto. For the avoidance of doubt, the Executive will not be entitled to the grant of RSUs following the termination of his employment with the Company.

2. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Delaware.

3. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

[Signature Page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

	Spectrum Brands, Inc.


	By:	/s/ John T. Wilson
		Name: John T. Wilson
		Title: Senior Vice President, Secretary and General Counsel

EXECUTIVE:

/s/ Terry L. Polistina

Name: Terry L. Polistina

Exhibit 10.3

Third Amendment to the Employment Agreement

THIRD AMENDMENT, dated as of, and effective, November 16, 2010 (this “ Amendment ”), to the Employment Agreement dated as of June 9, 2008 (the “ Agreement ”) by and between Spectrum Brands, Inc., (the “ Company ”), and Anthony L. Genito (the “ Executive ”).

1.	Section 3(e) of the Agreement is amended and restated in its entirety as follows:

New Stock-Based Award . Subject to the Executive’s continued employment with the Company: (i) in fiscal year 2011, the Executive shall receive a grant of stock awards for fiscal year 2011 consisting of 88,888 restricted stock units covering common shares of Spectrum Brands Holdings, Inc., a Delaware corporation (the “ Parent ”) (the “ RSUs ”) and (ii) in fiscal year 2012, the Executive shall receive a grant for fiscal year 2012 of 88,888 RSUs. The vesting of the RSUs will be subject to time and performance based vesting and shall be subject to the terms and conditions as more fully set forth in an award agreement. For the avoidance of doubt, the Executive will not be entitled to the grant of RSUs following the termination of his employment with the Company.

2.	Section 4(f) of the Agreement is amended and restated as follows:

The phrase “2004 Rayovac Incentive Plan” shall be deleted and replaced with the phrase “Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan.”

3.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, without regard to principles of conflicts of laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Georgia.

4.	This Amendment may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

[Signature Page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

	Spectrum Brands, Inc.


	By:	/s/ John T. Wilson
		Name: John T. Wilson
		Title: Senior Vice President, Secretary and General Counsel

EXECUTIVE:

/s/ Anthony L. Genito

Name: Anthony L. Genito

Exhibit 10.4

Fourth Amendment to the Amended and Restated Employment Agreement

FOURTH AMENDMENT, dated as of, and effective, November 16, 2010 (this “ Amendment ”), to the Amended and Restated Employment Agreement dated as of January 16, 2007 (the “ Agreement ”) by and between Spectrum Brands, Inc. (the “ Company ”) and John A. Heil (the “ Executive ”).

1. Section 3(e) of the Agreement is amended and restated in its entirety as follows:

“Intentionally deleted.”

2. Section 3(f) of the Agreement is amended and restated in its entirety as follows:

New Stock-Based Award . Subject to the Executive’s continued employment with the Company: (i) in fiscal year 2011, the Executive shall receive a grant of stock awards for fiscal year 2011 consisting of 88,888 restricted stock units covering common shares of Spectrum Brands Holdings, Inc., a Delaware corporation (the “ Parent ”) (the “ RSUs ”) and (ii) in fiscal year 2012, the Executive shall receive a grant for fiscal year 2012 of 88,888 RSUs. The vesting of the RSUs will be subject to time and performance based vesting and shall be subject to the terms and conditions as more fully set forth in an award agreement. For the avoidance of doubt, the Executive will not be entitled to the grant of RSUs following the termination of his employment with the Company.

3. Section 5(b)(i) of the Agreement is amended and restated in its entirety as follows:

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 (or, if such termination is by the Company without Cause and is done so in relation to the Sale of the Pet Business, the Severance Amount, if higher), such cash amount to be paid to the Executive ratably monthly in arrears over the 24-month period immediately following such termination. Additionally, the Company shall pay to the Executive, at the same time that such Bonus would have been paid to the Executive had the Executive’s employment not ceased, in cash following a termination under this Section 5(b), a pro rata

portion of the target annual Bonus applicable to the fiscal year in which such termination occurs (based on the number of weeks worked during such fiscal year prior to such termination divided by 52) provided that the Executive actually would have earned such amount for the fiscal year in which termination occurs if the Executive’s employment had not ceased.

4. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin, without regard to principles of conflicts of laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Wisconsin.

5. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

[Signature Page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

	Spectrum Brands, Inc.


	By:	/s/ John T. Wilson
		Name: John T. Wilson
		Title: Senior Vice President, Secretary and General Counsel

EXECUTIVE:

/s/ John A. Heil

Name: John A. Heil