SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December 15, 2016, Spectrum Brands Holdings, Inc. and its
wholly-owned subsidiary, Spectrum Brands, Inc. (the Company),
entered into an amended and restated employment agreement with
Andreas Rouv, the Companys President and Chief Executive
Officer.In addition, also on December 15, 2016, the Company
entered into an amended and restated employment agreement with
Douglas L. Martin, its Executive Vice President and Chief
Financial Officer, and amended and restated severance agreements
with Nathan E. Fagre, its Senior Vice President, General Counsel
and Secretary, and Stacy L. Neu, its Senior Vice President of
Human Resources.

The employment agreements with Mr. Rouv and Mr. Martin, and the
severance agreements with Mr. Fagre and Ms. Neu, were amended and
restated in order to harmonize the change in control treatment
applicable to each executive officer and to make such provisions
consistent with those set forth in the Companys employment
agreement with David M. Maura, its Executive
Chairman.Accordingly, all of the Companys named executive
officers now have double-trigger change in control provisions,
including Mr. Martin who formerly had a single-trigger
provision.Except as discussed in the summary of the principal
amendments to the agreements below (and other mainly
administrative changes), the prior agreements with each executive
officer listed above, which were previously described in the
Definitive Proxy Statement of Spectrum Brands Holdings, Inc. for
its 2016 annual meeting of stockholders and filed with the
Securities and Exchange Commission on December 21, 2015, were
essentially unchanged.

Amended and Restated Employment Agreement with Mr. Rouv

In accordance with Mr. Rouvs amended and restated employment
agreement, if Mr. Rouvs employment is terminated by the Company
without cause (and not due to death or disability) or by Mr. Rouv
for good reason in the period that begins 60 days prior to the
occurrence of a change in control (as defined in the Spectrum
Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (the Equity
Award Plan)), or, in limited cases, earlier, and ends upon the
first anniversary of the change in control, then the termination
will be deemed a Change in Control Termination.Upon a Change in
Control Termination, Mr. Rouv will be entitled to the following
severance benefits:(i) a cash payment equal to the sum of 1.5
times his annual base salary and one times his target annual
Management Incentive Plan or comparable successor plan (referred
to herein as MIP) bonus of 125% of his then-current base salary,
payable ratably on a monthly basis over the 18-month period
following termination; (ii) a pro rata portion, in cash, of the
annual MIP bonus he would have earned for the fiscal year in
which termination occurs if his employment had not ceased; (iii)
insurance coverage and certain other employee benefits for Mr.
Rouv and his dependents for the 18-month period following
termination (subject to reduction if benefits of the same type
are received by or made available to him during such period);
(iv) payment of accrued vacation time to Company policy; and (v)
immediate full vesting of all outstanding unvested time-based and
performance-based equity awards at the target level, as provided
in the applicable equity award agreement. The severance and
benefits described above are conditioned upon Mr. Rouvs execution
of a release of claims in favor of the Company and its
affiliates. In addition, Mr. Rouvs employment agreement provides
that he is not required to seek other employment or otherwise
attempt to reduce the benefits payable to him during the
severance payment period, and that there will not be any
reduction or offset of such payments if Mr. Rouv obtains other
employment during such period (except as noted above with respect
to insurance).

Prior to its amendment and restatement, the employment agreement
with Mr. Rouv provided that if a change in control occurred
within 24 months following the effective date of the agreement
(March 16, 2015), any unvested equity awards would vest in full
in an amount equal to the full value of the award upon the
earlier of (i) the first anniversary of the change in control and
(ii) the date Mr. Rouvs employment was terminated by the Company
without cause or by Mr. Rouv for good reason.

A copy of the amended and restated employment agreement with Mr.
Rouv is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated by reference herein.

Amended and Restated Employment Agreement with Mr. Martin

In accordance with Mr. Martins amended and restated employment
agreement, if Mr. Martin’s employment is terminated by the
Company without cause (and not due to death or disability) or by
Mr. Martin for good reason in the period that begins 60 days
prior to the occurrence of a change in control (as defined in the
Equity Award Plan), or, in limited cases, earlier, and ends upon
the first anniversary of the change in control, then the
termination will be deemed a Change in Control Termination.Upon a
Change in Control Termination, Mr. Martin will be entitled to the
following severance benefits: (i) a cash payment equal to the sum
of 1.5 times his annual base salary and one times his annual
Management Incentive Plan or comparable successor plan bonus at
target, payable ratably on a monthly basis over the 18-month
period following termination; (ii) a pro rata portion, in cash,
of the annual MIP bonus Mr. Martin would have earned for the
fiscal year in which termination occurs if his employment had not
ceased; (iii) insurance coverage and certain other employee
benefits for Mr. Martin and his dependents for the 18-month
period following termination (subject to reduction if benefits of
the same type are received by or made available to him during
such period); (iv) payment of accrued vacation time to Company
policy; and (v) immediate full vesting of all outstanding
unvested time-based and performance-based equity awards at the
target level, as provided in the applicable equity award
agreement. The severance and benefits described above are
conditioned upon Mr. Martin execution of a release of claims in
favor of the Company and its affiliates.In addition, Mr. Martins
employment agreement provides that he is not required to seek
other employment or otherwise attempt to reduce the benefits
payable during the severance payment period, and that there will
not be any reduction or offset of such payments if Mr. Martin
obtains other employment during such period (except as noted
above with respect to insurance).

Prior to its amendment and restatement, the employment agreement
with Mr. Martin provided that if he voluntarily terminated his
employment within 60 days following a change in control that such
termination would have been treated as a termination by the
Company without cause and he would have been entitled to the
payments and benefits specified above (with equity awards treated
in accordance with the applicable plan).

A copy of the amended and restated employment agreement with Mr.
Martin is filed as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated by reference herein.

Amended and Restated Severance Agreements with Mr. Fagre and Ms.
Neu

The severance agreements with Mr. Fagre and Ms. Neu were amended
to specify that, in addition to a termination by the Company
without cause, each executive officer would also be entitled to
severance payments, including salary and bonus, and benefits, if
the executive officer terminates employment for good reason.The
definition of good reason that is included in the amended and
restated severance agreements is consistent with the definition
used in the employment agreements for Messrs. Rouv and
Martin.Good reason is defined in the amended and restated
severance agreements as:(i) any reduction, not consented to by
the executive officer, in base salary or target bonus
opportunity; (ii) the relocation, not consented to by the
executive officer, of the office at which the executive officer
is principally employed to a location more than 50 miles from
such office, or the requirement by the Company that the executive
officer be based at a location other than such office on an
extended basis, except for required business travel; (iii) a
substantial diminution or other substantive adverse change, not
consented to by the executive officer, in the nature or scope of
the executive officers responsibilities, authorities, powers,
functions, or duties; (iv) a breach by the Company of any of its
material obligations under the agreement; or (v) the failure of
the Company to obtain the agreement for any successor to the
Company or Spectrum Brands Holdings, Inc. to assume and agree to
perform the agreement.

In accordance with the amended and restated severance agreements,
if the executive officers employment is terminated by the Company
without cause (and not due to death or disability) or by the
executive for good reason in the period that begins 60 days prior
to the occurrence of a change in control (as defined in the
Equity Award Plan), or, in limited cases, earlier, and ends upon
the first anniversary of the change in control, then the
termination will be deemed a Change in Control Termination.Upon a
Change in Control Termination, the executive will be entitled to
the following severance benefits: (i) a cash payment equal to 50%
of the sum of the executive officers annual base salary (paid in
equal semi-monthly installments for a one year period following
termination); (ii) a lump sum cash payment, payable on or before
December 31 following the end of such fiscal year in which the
termination occurs (such payment will be delayed if it would
subject to the executive officer to tax under Section 409A of the
Internal Revenue Code), equal to the annual bonus to which the
executive officer would have been entitled to had the Companys
achieved 50% of its performance goals for the fiscal year in
which termination occurs; (iii) insurance benefits for the
executive officer and the executive officers dependents for the
12-month period following termination (subject to reduction if
benefits of the same type are received by or made available to
such executive officer during such period); and (iv) immediate
full vesting of all outstanding unvested time-based and
performance-based equity awards at the target level, as provided
in the applicable equity award agreement. The severance and
benefits described above are conditioned upon the executive
officers execution of a release of claims in favor of the Company
and its affiliates. In addition, the severance agreements provide
that the executive officer is not required to seek other
employment or otherwise attempt to reduce the benefits payable
during the severance payment period, and that there will not be
any reduction or offset of such payments if the executive officer
obtains other employment during such period (except as noted
above with respect to insurance).

Copies of the amended and restated employment agreement with Mr.
Fagre and Ms. Neu are filed as Exhibit 10.3 and Exhibit 10.4,
respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

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About SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB)

Spectrum Brands Holdings, Inc. (SB Holdings) is a diversified global consumer products company. The Company manufactures, markets and/or distributes its products in approximately 160 countries in the North America (NA); Europe, the Middle East and Africa (EMEA); Latin America (LATAM), and Asia-Pacific (APAC) regions. It has five segments: Global Batteries & Appliances (GBA), Global Pet Supplies (PET), Home and Garden (H&G), Hardware & Home Improvement (HHI) and Global Auto Care (GAC). The Company’s GBA segment includes product categories, such as consumer batteries, small appliances and personal care. The Company’s HHI segment includes product categories, such as lockset, plumbing and hardware. The Company’s PET segment’s product categories include aquatics, companion animal and pet food. The Company’s H&G segment’s product categories include controls, household and repellents. The Company’s GAC segment’s product categories include appearance, performance and A/C recharge.

SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Recent Trading Information

SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) closed its last trading session up +1.21 at 121.86 with 446,101 shares trading hands.