0001181431-11-058311.txt : 20111201 0001181431-11-058311.hdr.sgml : 20111201 20111201215600 ACCESSION NUMBER: 0001181431-11-058311 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111129 FILED AS OF DATE: 20111201 DATE AS OF CHANGE: 20111201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POLISTINA TERRY CENTRAL INDEX KEY: 0001231601 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 111238599 MAIL ADDRESS: STREET 1: 5980 MIAMI LAKES DRIVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Brands Holdings, Inc. CENTRAL INDEX KEY: 0001487730 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 272166630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: 608-275-3340 MAIL ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 4 1 rrd327017.xml FORM 4 X0304 4 2011-11-29 0 0001487730 Spectrum Brands Holdings, Inc. SPB 0001231601 POLISTINA TERRY C/O SPECTRUM BRANDS HOLDINGS, INC. 601 RAYOVAC DRIVE MADISON WI 53711 1 1 0 0 President, Russell Hobbs Common Stock 114756 D Performance Rights 2011-11-29 5 A 0 88888 0 A 2013-09-30 Common Stock 88888 88888 D Performance Rights 2012-09-30 Common Stock 88888 88888 D Performance Rights 2013-09-30 Common Stock 111111 111111 D Each performance right represents a contingent right to receive one share of the Issuer's common stock. Under the Spectrum Brands Holdings, Inc. 2012 Equity Award Plan, up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2012, if Mr. Polistina is employed by the Issuer on such date (the "2012 Award"). In addition, an amount equal to the 2012 Award will vest on September 30, 2013, if Mr. Polistina is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. Under the Spectrum Brands Holdings, Inc. 2011 Equity Award Plan, up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2011, if Mr. Polistina is employed by the Issuer on such date (the "2011 Award"). In addition, an amount equal to the 2011 Award will vest on September 30, 2012, if Mr. Polistina is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. Under the Spectrum Brands Holdings, Inc. 2011 Two-Year Equity Award Plan, up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA, free cash flow and strategic integration performance targets for the two years ended September 30, 2012, if Mr. Polistina is employed by the Issuer on such date (the "Two-Year 2012 Award"). In addition, an amount equal to the Two-Year 2012 Award will vest on September 30, 2013, if Mr. Polistina is employed by the Issuer on such date. Exhibit List: Exhibit 24 - Power of Attorney /s/ Nathan E. Fagre, attorney in fact 2011-12-01 EX-24. 2 rrd292932_330582.htm POWER OF ATTORNEY rrd292932_330582.html 
                                                                      Exhibit 24
                         SUBSTITUTION POWER OF ATTORNEY

        Each of the officers and directors of Spectrum Brands Holdings, Inc.
listed below have granted to the undersigned a power of attorney for the limited
purpose of reporting securities transactions on Forms 3, 4 and 5 to the U.S.
Securities and Exchange Commission. Pursuant to each power of attorney, the
undersigned has the authority to appoint a substitute to perform the duties and
responsibilities granted by such power of attorney.

        Effective immediately, the undersigned hereby appoints as substitute
Nathan E. Fagre, Secretary and General Counsel of Spectrum Brands Holdings,
Inc., to act in such capacity and with such duties, responsibilities and powers
as have been granted to the undersigned.

Officers and Directors

David R. Lumley
Terry L. Polistina
Anthony L. Genito
John Heil
Kenneth C. Ambrecht
Eugene I. Davis
Virginia A. Kamsky
Marc S. Kirschner
Norman S. Matthews
Hugh R. Rovit

        IN WITNESS WHEREOF, the undersigned has caused this Substitution Power
of Attorney to be executed as of this 18th day of May, 2011.

                                        /s/ Thomas Parker
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