EXHIBIT 10dd



 




Exhibit 10dd




EMPLOYMENT AGREEMENT




     EMPLOYMENT AGREEMENT, dated as of April 1, 2000 (the
“Commencement Date”), by and between Progress Lighting
Inc., a Delaware corporation, with its principal office at 101
Corporate Drive, Suite L, Spartanburg, SC 29303-5007 (the
“Company”), an entity managed within the Lighting Corporation of
America Business Unit (“LCA”) of U.S. Industries, Inc. (“USI”)
and Scott H. Muse, residing at 5 Red Gold Court, Greer, SC 29650
(“Executive”).



W  I  T  N  E  S  S  E  T  H:



     WHEREAS, the Company desires to continue to employ Executive as
President of the Company, and Lighting Corporation of America desires to
retain Executive
in the position of President and Chief Executive Officer of the United
States-based operations of LCA (“President — LCA US”); and




     WHEREAS, Executive desires to enter into this agreement (the
“Agreement”)
as to the terms of his employment by the Company and his position with LCA.




     NOW, THEREFORE, in consideration of the promises and
mutual covenants contained herein and for other good and
valuable consideration, the parties agree as follows:




     1. Term of Employment. Except for earlier
termination as provided in
Section 7 hereof, Executive’s employment under this Agreement shall be for
a one-year term (the “Initial Term”) commencing on the Commencement Date.
Subject to Section 7






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hereof, the Initial Term shall be automatically extended for additional
terms of successive one (1) year periods (the “Additional Term”) unless the
Company, LCA or Executive gives written notice to all parties at least ninety
(90) days prior to the expiration of the initial Term or the then current
Additional Term of the termination of Executive’s employment hereunder at the
end of such current term. (The Initial Term and any Additional Term(s) shall
hereinafter be referred to as the “Employment Term”.)




     2. Positions. (a) Executive shall continue to serve as the
President of the
Company as well as a senior executive of LCA, initially in the position of
President. If requested by the Board of Directors of the Company (the “Board”)
or the Chairman of LCA (the “Chairman”), the Executive shall also serve as an
executive officer or director of subsidiaries and a director of associated
companies of the Company without additional compensation and subject to any
policy of the Compensation Committee of USI’s Board of Directors (the
“Compensation Committee”) with regard to retention or turnover of the
director’s fees.




     (b) Executive shall report to the Chairman and shall have such duties and
authority consistent with his then position as shall be assigned to him from
time to time by the Board or the Chairman.




     (c) During the Employment Term, Executive shall devote substantially all
of his business time and efforts to the performance of his duties hereunder and
use his best efforts in such endeavors; provided, however, that Executive shall
be allowed, to the extent that such activities do not materially interfere with
the performance of his duties and






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responsibilities hereunder, to manage his
passive personal investments and to serve on
corporate, civic, or charitable boards or committees. Notwithstanding the
foregoing, the
Executive shall not serve on any corporate board of directors if such service
would be
inconsistent with his fiduciary responsibilities to the Company, LCA or
USI and in no event
shall Executive serve on any such board unless approved in writing by the Chief
Executive
Officer.




     3. Base Salary. During the Employment Term, the Company
shall pay
Executive a base salary at the annual rate of not less than $265,000. Base
salary shall be payable in accordance with the usual payroll practices of the
Company. Executive’s Base Salary shall be subject to
annual review by the Board or its designee (commencing with 2001) and may
be increased, but not decreased, from time to time. The base salary as
determined as aforesaid from time to time shall constitute “Base Salary” for
purposes of this Agreement.




     4. Incentive Compensation. (a) Bonus. For each fiscal year or portion
thereof during the Employment Term, Executive shall be eligible to participate
in an annual bonus plan of the Company or a subsidiary (or subsidiaries)
thereof, in accordance with, and subject to the terms of, such plan, that
provides an annualized cash bonus opportunity with a target bonus potential
equal to at least sixty-five percent (65%) of Base Salary (the “Target Bonus”).






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     (b) Long Term Compensation/SERP Benefits. Executive shall continue to be
eligible to participate in any long-term incentive compensation plans or
supplemental executive retirement plans made available to executive officers of
the Company and LCA.




     (c) Other Compensation. The Company or LCA may award to Executive
such other bonuses and compensation as it deems appropriate and reasonable.




     5. Employee Benefits and Vacation. (a) During the Employment Term,
Executive shall be entitled to participate in all pension, retirement, savings,
long-term incentive compensation, welfare and other employee benefit plans and
arrangements and fringe benefits and perquisites generally maintained by the
Company from time to time for the benefit of executives of the Company, in
accordance with their respective terms as in effect from time to time (other
than any special arrangement entered into with an
executive).




     (b) During the Employment Term, Executive shall be entitled to vacation
each year in accordance with the Company’s policies in effect from time to
time, but in no event less than four (4) weeks paid vacation per calendar year.
The Executive shall also be entitled to such periods of sick leave as is
customarily provided by the Company for its senior executive employees.




     6. Business Expenses. The Company or LCA shall reimburse Executive for the
travel, entertainment and other business expenses incurred by Executive in the






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performance of his duties hereunder, in accordance with the Company’s policies
as in
effect from time to time.




     7 . Termination. (a) The employment of Executive under this Agreement
shall terminate upon the occurrence of any of the following events:




     (i) the death of the Executive;




     (ii) the termination of the Executive’s employment by the
Company due to the Executive’s Disability pursuant to Section 7(b)
hereof;




     (iii) the termination of the Executive’s employment by the
Company without Cause or by the Company in accordance with Section 1
hereof;



     (iv) the termination of employment by the Executive upon
ninety (90) days’ prior written notice at any time after the end of
the Initial Term or by the Executive in accordance with Section 1
hereof;




     (v) the termination of the Executive’s employment by the
Company for Cause pursuant to Section 7(d);




     (vi) The retirement of the Executive by the Company at or after
his sixty-fifth (65th) birthday to the extent such termination is
specifically permitted as a stated exception from applicable federal
and state
age discrimination laws based on position and retirement benefits.







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     (b) Disability. If, by reason of the same or related physical or
mental
reasons, Executive is unable to carry out his material duties pursuant to this
Agreement for
more than six (6) months in any twelve (12) consecutive month period, the
Company may
terminate Executive’s employment for Disability upon thirty (30)days prior
written notice, by a Notice of Disability Termination, at any time thereafter
during such twelve (12) month period in which Executive is unable to carry out
his duties as a result of the same or related physical or mental illness. Such
termination shall not be effective if Executive returns to the full time
performance of his material duties within such thirty (30) day notice period.
If Executive is eligible for disability payments prior to said termination
under any disability plan sponsored by the Company, his Base Salary shall be
reduced by the amount of such disability payments.




     (c) Cause. Subject to the notification provisions of Section 7(d) below,
Executive’s employment hereunder may be terminated by the Company for Cause.
For purposes of this Agreement, the term “Cause” shall be limited to (i)
willful misconduct by Executive with regard to the business, assets or
employees of the Company; (ii) the refusal or willful failure of Executive to
attempt to follow the proper written direction of the Board or the Chairman,
provided that the foregoing refusal or willful failure shall not be “Cause” if
Executive in good faith believes that such direction is illegal or, if
applicable, a violation of the USI Code of Business Conduct, and promptly so
notifies the Board or the Chairman; (iii) continuing refusal or willful failure
by the Executive to attempt to perform the duties required of him hereunder
(other than any such failure resulting from incapacity due to physical or
mental illness) after a written demand for substantial performance is delivered






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to the Executive by the Board or the Chairman or the Chief Executive Officer of
the
Company which specifically identifies the manner in which it is believed that
the Executive
has substantially and continually refused to perform his duties hereunder; (iv)
the Executive
pleading nolo contendere to, or being convicted of, a felony (other than a
traffic infraction); (v) the breach by Executive of any fiduciary duty owed by
Executive to the Company; or (vi) Executive’s dishonesty, misappropriation or
fraud with regard to the Company (other than good faith expense account
disputes).




     (d) Notice of Termination for Cause. A Notice of Termination for Cause
shall mean a notice that shall indicate the specific termination provision in
Section 7(c) relied upon and shall set forth in reasonable detail the facts and
circumstances which provide for a basis for Termination for Cause. The date of
termination for a Termination for Cause shall be the date indicated in the
Notice of Termination. Any purported
Termination for Cause which is held by a court not to have been based on the
grounds set forth in this Agreement or not to have followed the procedures set
forth in this Agreement shall be deemed a Termination by the Company without
Cause.




     8. Consequences of Termination of Employment. (a) Death.
If
Executive’s employment is terminated during the Employment Term by reason
of Executive’s death, the employment period under this Agreement shall
terminate without further obligations to the Executive’s legal representatives
under this Agreement or otherwise except for: (i) any compensation earned but
not yet paid, including without limitation, any declared but unpaid bonus for
the prior fiscal year, any amount of Base Salary earned but unpaid, any accrued
vacation pay payable pursuant to the Company’s






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policies and any unreimbursed business expenses payable pursuant to Section 6,
which
amounts shall be promptly paid in a lump sum to Executive’s estate; and (ii)
any other
amounts or benefits owing to Executive under the then applicable employee
benefit plans,
long term incentive plans and programs or equity plans of the Company, which
shall be
paid in accordance with such plans and programs.




     (b) Disability.
If Executive’s employment, pursuant to this Agreement, is
terminated by reason of Executive’s Disability, Executive shall be entitled to
receive the
payments and benefits to which his representatives would be entitled in
the event of a termination of employment by reason of his death (other than
life insurance benefits). Executive shall thereafter be eligible for disability
benefits and entitlements, if any, pursuant to the Company’s human resource
policies and employee benefit programs.




     (c) Termination by the Company without Cause or by the Company by
Nonextension of Employment Term. If Executive’s employment with the Company is
terminated by the Company without Cause or by the Company pursuant to Section 1
hereof (except as provided in Section 7(a)(vi) hereof), the Company shall have
no further obligations to the Executive under this Agreement or otherwise,
except that, subject to Sections 8(e), 9 and 10 hereof, Executive shall be
entitled to receive (A) equal monthly payments, of an amount equal to
(i)one-twelfth of Executive’s then Base Salary plus (ii) one-twelfth of
Executive’s Target Bonus, but off the employee payroll, for a period of twelve
(12) months following the date of his termination, (B) within five (5) days
after such termination (i) any unreimbursed business expenses payable pursuant
to Section 6; and (ii) any Base Salary through the date of termination, and
accrued vacation pay payable






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pursuant to the Company’s policies; (C) any other amounts or benefits
previously accrued
on behalf of the Executive under the then applicable employee benefit plans,
long term
incentive plans or programs of the Company and LCA and paid in accordance with
such
plans and programs; any vested benefit pursuant to the Company, LCA or
USI equity plans and paid in accordance with such plans and programs; and
(D) payment by the Company of the premiums for the Executive and his dependents
health coverage for one year under the Company’s health plans which cover the
senior executives of the Company or
materially similar benefits. Payments under (D) above may at the
discretion of the Company be made by continuing participation of Executive in
the plan as a terminee, by paying the applicable COBRA premium for Executive
and his dependents, or by covering Executive and his dependents under
substitute arrangements. Notwithstanding the foregoing, “Termination by the
Company without Cause” shall include a required reassignment to a location more
than 50 miles from Executive’s office or residence following the sale or
transfer of substantially all of the Company’s assets, or 51% or more of the
Company’s outstanding shares of common stock, to an entity not affiliated with
U.S. Industries, Inc.




     (d) Termination with Cause or Voluntary Resignation or Notice of
Nonextension of the Employment Term by Executive or Retirement. If
Executive’s employment hereunder is terminated (i) by the Company for Cause,
(ii) by the Executive by giving notice of nonextension of the Employment Term
pursuant to Section 1 hereof, (iii) voluntarily by the Executive or (iv) by the
Company pursuant to Section 7(a)(vi) hereof, the Executive shall be entitled to
receive only his Base Salary through the date of termination






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and any unreimbursed business expenses payable pursuant to Section 6. Any
Executive’s rights under any benefit plan of the Company or any equity plan of
the Company, LCA or USI following such termination of employment shall be
determined in accordance with the provisions of the applicable benefit or
equity plan.




     (e) Release. Executive agrees that, as a condition to receiving the
payments and benefits provided under Section 8(c) (other than payments provided
under Section 8(c)(B)), he will execute and deliver to the Company a release,
promptly following his final day of employment with the Company, of all claims
of any kind against the Company and its affiliates (including, without
limitation, any civil rights claim) and their officers, directors and
employees, in such form as reasonably requested by the Company.




     9. No
Mitigation; Set-Off. In the event of any termination of employment
under Section 8, Executive shall be under no obligation to seek other
employment and, subject to Section 10 below, there shall be no offset against
any amounts due Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that Executive may obtain. Any
amounts due under Section 8 are in the nature of severance payments, or
liquidated damages, or both, and are not in the nature of a penalty. Such
amounts are inclusive, and in lieu of any amounts payable under any other
salary continuation or cash severance arrangement of the Company and to the
extent paid or provided under any other such arrangement shall be offset from
the amount due hereunder. The Company shall have no obligations to Executive
upon a termination of employment except as provided in Section 8. If the
Executive dies while receiving payments under Section 8(c), any remaining
payments shall be paid to Executive’s estate.






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     10. Confidential
Information, Non-Competition and Non-Solicitation of
the Company. (a) (i) Executive acknowledges that as a result of his employment
by the
Company, the Executive will obtain secret and confidential information as to
the Company
and its affiliates, create relationships with customers, suppliers and
other persons dealing with the Company and its affiliates, and the Company and
its affiliates will suffer substantial damage, which would be difficult to
ascertain, if Executive should use such confidential information or take
advantage of such relationships and that because of the nature of the
information that will be known to Executive and the relationships created it is
necessary for the Company, LCA and its affiliates to be protected by the
prohibition against Competition as set forth herein, as well as the
Confidentiality restrictions set forth herein.




          (ii) Executive acknowledges that the retention of nonclerical
employees employed by the Company or LCA and its affiliates in which the
Company and its affiliates have invested training and depends on for the
operation of their businesses is important to the businesses of the Company and
its affiliates, that Executive will obtain unique information as to such
employees as an executive of the Company and will develop a unique relationship
with such persons as a result of being an executive of the Company and,
therefore, it is necessary for the Company and its affiliates to be protected
from the Executive’s Solicitation of such employees as set forth below.




          (iii) Executive acknowledges that the provisions of this Agreement are
reasonable and necessary for the protection of the businesses of the Company
and its affiliates and that part of the compensation paid under this Agreement
and the agreement






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to pay severance in certain instances is in consideration for the agreements in
this Section
10.




     (b) Competition shall mean: (i) participating, directly or indirectly, as
an individual proprietor, partners, stockholder, officer, employee, director,
joint venturer, investor, lender, consultant or in any capacity whatsoever,
within the United States of America, in a business in competition with any
business conducted by the Company or LCA, provided, however, that such
participation shall not include (i) the mere ownership of not more than one
percent (1%) of the total outstanding stock of a publicly held company; or (ii)
any activity engaged in with the prior written approval of the Board.




     (c) Solicitation shall mean: recruiting, soliciting or inducing, of any
nonclerical employee or employees of the Company or its affiliates to terminate
their employment with, or otherwise cease their relationship with, the Company
or its affiliates or hiring or assisting another person or entity to hire any
nonclerical employee of the Company or its affiliates or any person who within
six (6) months before had been a nonclerical employee of the Company or its
affiliates and were recruited or solicited for such employment or other
retention while an employee of the Company or affiliate. Solicitation shall not
include the recruiting of clerical or non-managerial employees of the Company
or its affiliates, not known to Executive, who respond to public advertised
solicitations for prospective employees or independent contractors.




     (d) If any restriction set forth with regard to Competition or
Solicitation is
found by any court of competent jurisdiction, or an arbitrator, to be
unenforceable because






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it extends for too long a period of time or over too great a range of
activities or in too broad a geographic area, it shall be interpreted to extend
over the maximum period of time, range of activities or geographic area as to
which it may be enforceable. If any provision of this Section 10 shall be
declared to be invalid or unenforceable, in whole or in part, as a result of
the foregoing, as a result of public policy or for any other reason, such
invalidity shall not affect the remaining provisions of this Section which
shall remain in full force and effect.




     (e) During and after the Employment Term, Executive shall hold in a
fiduciary capacity for the benefit of the Company and its affiliates all secret
or confidential information, knowledge or data relating to the Company and its
affiliates, and their respective businesses, including any confidential
information as to customers of the Company and its affiliates, (i) obtained by
Executive during his employment by the Company and its affiliates and
(ii) not
otherwise public knowledge or known within the applicable industry (other than
by acts by Executive in violation of this Agreement). The Executive shall not,
without prior
written consent of the Company, unless compelled pursuant to the order of
a court or other governmental or legal body having jurisdiction over such
matter, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In the event
Executive is compelled by order of a court or other governmental or legal body
to communicate or divulge any such information, knowledge or data to anyone
other than the Company and those designated by it, he shall promptly notify the
Company of any such order and he shall cooperate fully with the Company in
protecting such information to the extent






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possible under applicable law and the Company shall reimburse Executive for
reasonable
out-of-pocket expenses in connection with such assistance to, and cooperation
with, the
Company.




     (f) Upon termination of his employment with the Company and its
affiliates, or at any time as the Company may request, the Executive will
promptly deliver to the Company all documents (whether prepared by the Company,
an affiliate, the Executive or a third party) relating to the Company, an
affiliate or any of their businesses or property which he may possess or have
under his direction or control. Notwithstanding the foregoing, Executive may
retain copies of Executive’s personal (i) employee benefit statements, (ii)
expense reimbursement reports, (iii) tax and earnings reports, and (iv)
executed employment-related agreements.




     (g) During the Employment Term and for one (1) year following a
termination of Executive’s employment for any reason whatsoever, whether by the
Company or by Executive and whether or not for Cause or non-extension of the
Employment Term, Executive will not enter into Competition with the Company or
its affiliates. Furthermore, in the event of any termination of Executive’s
employment for any
reason whatsoever, whether by the Company or by the Executive and whether
or not for Cause or non-extension of the Employment Term, the Executive for one
(1) year thereafter will not violate paragraph (c) above.




     (h) In the event of a breach or potential breach or threatened breach
of
this Section 10, the Executive acknowledges that the Company, LCA and its
affiliates will






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be caused irreparable injury and that money damages may not be an adequate
remedy and
agree that the Company and its affiliates shall be entitled to injunctive
relief (in addition to
its other remedies at law) to have the provisions of this
Section 10 enforced.
It is hereby
acknowledged that the provisions of this Section 10 are for the benefit of the
Company,
LCA and all of the affiliates of the Company and each such entity may
enforce the provisions of this Section 10 and only the applicable entity can
waive the rights hereunder with respect to its confidential information and
employees.




     (i) Furthermore, in the event of breach of this Section 10 by the
Executive, the Company shall suffer substantial damages that may be
difficult to measure. Accordingly, the parties agree that as liquidated
damages, and not a penalty, in the event of breach of the Section 10 by
Executive while he is receiving amounts under Section 8(c)
hereof, Executive shall not be entitled to receive any future amounts
pursuant to Section 8(c) hereof.




     11. Executive’s Representation. The Executive represents and warrants to
the Company and LCA that there is no legal impediment to his performing his
obligations under this Agreement and neither entering into this Agreement nor
performing his contemplated service hereunder will violate any agreement to
which he is a party or any other legal restriction.






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     12. Miscellaneous.




     (a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
principles of conflict of laws.




     (b) Entire Agreement/Amendments. This Agreement and the instruments
contemplated herein, contain the entire understanding of the parties with
respect to the employment of Executive by the
Company and supersedes any policy of the Company with regard to severance
payments and any prior agreements between the Company and Executive with regard
to employment or severance. There are no restrictions, agreements, promises,
warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth herein and therein.
This
Agreement may not be altered, modified, or amended except by written instrument
signed
by the parties hereto.




     (c) No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of
such party’s rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement. Any
such waiver must be in writing and signed by Executive or an authorized officer
of the Company, as the case may be.




     (d) Assignment. This Agreement shall not be assignable by Executive. This
Agreement shall be assignable by the Company only to either an entity which is
owned, directly or indirectly, in whole or in part by the Company or by any
successor to






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the Company or an acquiror of all or substantially all of the assets of the
Company or LCA,
provided such entity or acquiror promptly assumes all of the obligations
hereunder of the
Company in a writing delivered to the Executive and otherwise complies with the
provisions hereof with regard to such assumption. Upon such assignment and
assumption, all references to the Company herein shall be to the assignee
entity or acquiror, as the case may be.




     (e) Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon the personal or legal representatives,
executors, administrators, successors, heirs, distributees, and devisees
legatees and permitted assignees of the parties hereto.




     (f) Communications. For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given (i) when faxed or delivered by hand,
provided there is documentation of delivery, or (ii) two business days after
being mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the initial page of this Agreement, provided that all notices to the Company
shall be directed to the attention of the Secretary of the Company with a copy
to the General Counsel of LCA and USI, or to such other address as any party
may have furnished to the other in writing in accordance herewith. Notice of
change of address shall be effective only upon receipt.






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     (g) Withholding Taxes. The Company may withhold from any and all amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.




     (h) Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of Executive’s employment to the extent
necessary to the agreed preservation of such rights and obligations.




     (i) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.




     (j) Headings. The headings of the sections contained in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning
or construction of any provision of this Agreement.






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     IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.




	 	 	 
	 	 	
For: Progress Lighting Inc. (the “Company”)
	 	 	 
	 	 	
-s- Craig C. Sergeant   6/20/00
	 	 	


	 	 	
Craig C. Sergeant 

Director
	 	 	 
	 	 	
-s- Scott H. Muse   6/15/00
	 	 	


	 	 	
Scott H. Muse (the “Executive”) Date
	 	 	 
	Agreed: On behalf of

Lighting Corporation of America (“LCA”)	 	 
	 	 	 
	-s- Craig C. Sergeant   6/20/00


Craig C. Sergeant

Chairman & Chief Executive Officer	 	 
	 	 	 
	Agreed: On behalf of 

U.S. Industries, Inc. (“USI”)	 	 
	 	 	 
	-s- Dorothy E. Sander


Dorothy E. Sander

Sr. Vice President	 	 








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