SEC Filings

SPECTRUM BRANDS LEGACY, INC. filed this Form 8-K on 05/01/2018
Entire Document

Exhibit 10.1


(f) Voluntary Termination by Executive. Executive shall be entitled to voluntarily terminate his employment with respect to all (but not less than all) his roles hereunder upon ninety (90) calendar days' prior written notice to the Company. Any such termination with respect to all such roles shall be treated as a termination by the Company for “Cause” under Section 5(a). Notwithstanding the foregoing, with the prior consent on the Board, the Executive may terminate his position as CEO without terminating his other roles with the Company and in such case shall termination shall be treated in accordance with Section 5(b)(i).

(g) Termination by Executive for Good Reason. Executive shall be entitled to terminate his employment and appointment with respect to his CEO role or all his roles  hereunder for Good Reason if the Company fails to remedy the condition creating the Good Reason within thirty (30) calendar days subsequent to written notice from Executive to the Company, and any such termination with respect to such role(s) shall be treated as a termination by the Company without Cause with respect to such role(s). Written notice of the existence of the condition creating the Good Reason termination must be given by the Executive to the Company within ninety (90) calendar days after the date Executive has knowledge that an event constituting Good Reason has occurred. For this purpose, “Good Reason” shall mean:

(i) any reduction, not consented to by Executive, in Executive’s EC Base Salary, CEO Base Salary or the corresponding target annual bonus opportunities referred to in Section 3(b), then in effect;

(ii) the relocation, not consented by Executive, of the office location at which Executive is principally employed as of the Effective Date (“Office”) to a location more than fifty (50) miles from such Office, or the requirement by the Company that Executive be based at an office other than the Office on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations;

(iii) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive’s responsibilities, authorities, powers, functions or duties with respect to his role as EC, with respect to his role as CEO, or with respect to both roles (as the case may be);

(iv) a breach by the Company of any of its material obligations under this Agreement with respect to any of his roles; or

(v) the failure of the Company to obtain the agreement for any successor to the Company or the Parent to assume and agree to perform this Agreement.

(h) Notice of Termination. Any termination with respect to any of Executive’s roles (except due to the death of Executive) 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 and the role or roles to which such termination relates, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment with respect to the specific role,  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 for such termination (which date shall be not more than fifteen (15) calendar days after the giving of such notice, unless a longer notice is required pursuant to another section of this