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practices and payable in accordance with the Company’s regular payroll practices with respectto bonuses, and (iii) accrued but unused vacation as of the Separation Date, if any, lessapplicable withholdings and in accordance with the Company’s regular payroll practices;          (b) The Company shall reimburse Executive for expenses for which Executive is entitled toreimbursement pursuant to the Company’s regular reimbursement policy and/or practice as of theSeparation Date, if any, payable in accordance with the Company’s regular payroll practices.     3. Consideration of Company. In consideration for the releases and covenants byExecutive set forth in this Agreement and contingent upon Executive’s compliance with thisAgreement, Company will provide Executive with payment in an amount equal to $452,000 per year,which amount includes a payment of $37,000 per year to cover Executive’s cost of obtaining healthcoverage, over the three-year period commencing on the first regular salary payment date of theCompany after the Effective Date (as defined herein) of this Agreement (the “Severance Period”),less applicable withholdings, payable at the Company’s regular payroll intervals in as nearly equalinstallments as is practicable (the “Severance Payments”). Notwithstanding the foregoing, ifExecutive elects COBRA continuation coverage after the Separation Date pursuant to Section 4 ofthis Agreement, his annual Severance Payment during the period he is receiving COBRA continuationcoverage shall be $415,000.     4. Benefits. Executive’s participation in all Company benefit plans and programsshall cease on the Separation Date. After the Separation Date, Employee will have the right tohealth plan continuation coverage, to the extent such coverage is required to be made availableunder the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”). IfEmployee elects such COBRA coverage, Executive shall continue to pay the active-employee rate ofcontribution for such coverage, and the Company shall pay the balance of the cost of such coverage.     5. Equity. Except as provided herein, the Unitholders Agreement, dated as of June 28,2004, between CHATT LLC, Executive, and other entities and individuals (the “Unitholders Agrement”)and the Amended and Restated Operating Agreement of CHATT Holdings, LLC, dated as of June 28, 2004,shall continue to control Executive’s rights and obligations with respect to his Units (as definedin the Unitholders Agreement). Notwithstanding the foregoing, CHATT LLC agrees that it will notexercise its right to repurchase Executive’s Units pursuant to Paragraph 11 of the UnitholdersAgreement, provided, however, that if Executive breaches his obligations pursuantto Section 9 of this Agreement, CHATT LLC shall have the right to repurchase Executive’s Units atthe lower of the original purchase price or Fair Market Value (as defined in the UnitholdersAgreement) thereof as of the date of such breach(es) (the “Repurchase Right”). Notwithstanding theforegoing, the breach(es) described in the foregoing sentence shall not trigger CHATT LLC’sRepurchase Right unless Executive fails to cure such breach(es), to the extent capable of cure,within thirty (30) days after receipt from the Company of written notice of the act(s) thatconstitute a breach of Section 9 of this Agreement.     6. Executive Release of Rights. Executive (defined for the purpose of this Section 6as Executive and Executive’s agents, representatives, attorneys, assigns, heirs, executors, andadministrators) irrevocably, fully, and unconditionally releases the Released
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Parties (defined as the Company, ATT Holding Co., CHATT Holdings, Inc., CHATT LLC, CastleHarlan Partners IV, L.P., and each of their affiliated companies, parents, subsidiaries,predecessors, successors, assigns, divisions, related entities and any of their past or presentemployees, officers, agents, insurers, attorneys, administrators, officials, directors,shareholders, employee benefit plans, and the sponsors, fiduciaries, or administrators of theCompany’s employee benefit plans) from any and all claims, rights, losses, expenses, debts,demands, costs, contracts, liabilities, obligations, actions, and causes of action of every nature,known or unknown, matured or unmatured, whether at law or in equity, which he had, now has, or mayhave (now or in the future) which are in any way connected with, or in any way arise out of orrelate to, any cause whatsoever, from the beginning of time to the Execution Date of thisAgreement, including, but not limited to, Executive’s employment with or termination of employmentfrom the Company, from the beginning of time to the date hereof, including but not limited toclaims, actions or liability under: (1) Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000etseq., the Civil Rights Act of 1991, the Civil Rights Act of 1866, the AgeDiscrimination in Employment Act, the Americans with Disabilities Act of 1990, 42 U.S.C. §12101etseq., the Fair Labor Standards Act, 29 U.S.C. §201 etseq., theFamily and Medical Leave Act of 1993, 29 U.S.C. § 2601 etseq., the Workers’Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, 29U.S.C. §1001 etseq., Pennsylvania Human Relations Act Pa., Stat. Ann. tit. 43, §§951 et seq., all as amended; (2) any other federal, state or local statute, ordinance, orregulation regarding employment, termination of employment, or discrimination in employment, and(3) the common law relating to employment contracts, wrongful discharge, defamation, or any othermatter.     7. Cooperation of Executive. Notwithstanding the terms set forth in Paragraph 11 ofthe Restrictive Covenant Agreement, Executive agrees to cooperate with Company in any reasonablemanner as Company may request, including but not limited to furnishing information to and otherwiseconsulting with the Company; and assisting Company in any litigation or potential litigation orother legal matters, including but not limited to meeting with and fully answering the questions ofCompany or its representatives or agents, and testifying and preparing to testify at any depositionor trial. Company agrees to compensate Executive for any reasonable out of pocket expensesincurred as a result of such cooperation. The Company further agrees to indemnify Executive andprovide for the costs of his legal defense if Executive is made a party to any claim, cause ofaction, arbitration or litigation by reason of his service as an officer, director, member oremployee of the Company or any of its affiliates to the same extent to which officers, directorsand employees of the Company are entitled to such indemnification and/or costs of legal defense.     8. Non-admission/Inadmissibility. This Agreement does not constitute an admission byCompany that any action it took with respect to Executive was wrongful, unlawful or in violation ofany local, state, or federal act, statute, or constitution, or susceptible of inflicting anydamages or injury on Executive, and Company specifically denies any such wrongdoing or violation.This Agreement is entered into solely to resolve fully all matters related to or arising out ofExecutive’s employment with and termination from Company, and its execution, and implementation maynot be used as evidence, and shall not be admissible in a subsequent proceeding of any kind, exceptone alleging a breach of this Agreement.
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     9. Restrictive Covenants. Executive acknowledges and agrees that, except as providedherein, all provisions of the Restrictive Covenant Agreement survive the termination of hisemployment with the Company and represents and warrants that he has not violated and will notviolate such Restrictive Covenant Agreement. In addition, Executive acknowledges and agrees thatthe Restricted Period (as defined in the Restrictive Covenant Agreement) is hereby extended tothree (3) years following the Separation Date. In the event that Executive breaches any of hisobligations under the Restrictive Covenant Agreement during such three-year Restricted Period,remedies are available to the Company, including damages and, pursuant to the Restrictive CovenantAgreement, equitable remedies, including injunctive relief. During the Restricted Period,Executive agrees to notify the Company in writing immediately upon (i) commencing a relationshipwith a new employer, including as a partner, shareholder, agent, officer, director, employee,independent contractor, or consultant, or (ii) engaging in behavior that may breach Section 7 ofthe Restrictive Covenant Agreement (as amended by this Section 9). The Company shall have ten (10)days from receipt of such notice to object to such relationship or activity as in breach of theRestrictive Covenant Agreement.     10. Revocation Period. Executive has the right to revoke this Agreement for up toseven (7) days after he signs it. To revoke this Agreement, Executive must sign and send a writtennotice of the decision to do so, addressed to Duane Greenly at Ames True Temper, Inc., 465 RailroadAvenue, Camp Hill, PA 17011, and that written notice must be received by Company no later than theeighth day after Executive signed this Agreement. This Agreement will not be effective until theeighth (8th) day following the Company’s receipt of the valid Agreement signed by Executive (the“Effective Date”). If Executive revokes this Agreement, he will not be entitled to any of theconsideration from Company described in Section 3 above.     11. Voluntary Execution of Agreement. Executive acknowledges that:          (a) Executive has carefully read this Agreement and fully understands its meaning;          (b) Executive had the opportunity to take up to twenty-one (21) days after receiving thisAgreement to decide whether to sign it;          (c) Executive understands that the Company is hereby advising him, in writing, to consult withan attorney before signing it;          (d) Executive is signing this Agreement, knowingly, voluntarily, and without any coercion orduress; and          (e) Everything Executive is receiving for signing this Agreement is described in the Agreementitself, and no other promises or representations have been made to cause Executive to sign it.     12. Severability. The provisions of this Agreement shall be severable and theinvalidity of any provision shall not affect the validity of the other provisions.     13. Governing Law/ Arbitration. This Agreement is subject to, and incorporates byreference, Paragraph 18 of the Employment Agreement.
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     14. Scope of Agreement. Executive understands that he remains bound to theRestrictive Covenant Agreement, except as provided herein, and those provisions in the EmploymentAgreement, which survive the termination of the Executive’s employment (specifically, Paragraphs10, 11, 14, 15, 18, 19 and 20 of such Employment Agreement). Except as specifically set forth insuch provisions, this Agreement contains the entire agreement and understanding between Executiveand Company concerning the matters described herein, and supersedes all prior agreements,discussions, negotiations, understandings and proposals of the parties. The terms of thisAgreement cannot be changed except in a subsequent document signed by both parties.     15. Counterparts. This Agreement may be executed in separate counterparts, all ofwhich, when taken together, shall constitute the entire agreement. A facsimile signature shall beadequate to bind the Party on whose behalf any facsimile signature is delivered to the other Party,provided however, that any Party delivering a facsimile signature shall be obligated thereafter todeliver original signatures to the other Party as promptly as possible.     16. Survival of Representations and Warranties. All representations and warrantiescontained herein or made in writing by any party in connection herewith shall survive the executionand delivery of this Agreement and the consummation of the Transactions contemplated herebyindefinitely.     17. Amendments and Waivers. No provisions of this Agreement may be amended, modified,waived or discharged except as agreed to in writing by the parties hereto. The failure of a partyto insist upon strict adherence to any term of this Agreement on any occasion shall not beconsidered a waiver thereof or deprive that party of the right thereafter to insist upon strictadherence to that term or any other term of this Agreement.     18. Headings. The headings in this Agreement are for convenience of reference onlyand shall not limit or otherwise affect the meaning of terms contained herein.
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     IN WITNESS WHEREOF, the Company has caused this Employment Agreement to be executed by itsduly authorized officer and Executive has signed this Employment Agreement, as of the date firstabove written.         **AMES TRUE TEMPER, INC.**           By:             Title:                    **RICHARD C. DELL**           ** **           *Solely with respect to Section 5 hereof:*           **CHATT HOLDINGS, LLC**           By:             Title:           
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STATE OF PENNSYLVANIA)