ex10-2.htm


     

    Exhibit
10.2

     

    
      SPECTRUM
BRANDS, INC.

      FORM
OF RESTRICTED STOCK AWARD AGREEMENT

      FOR
EMPLOYEES

      


      


      This
agreement is made and entered into, effective as of October __, 2009 (the
“Effective Date”), by and between Spectrum Brands, Inc., a Delaware corporation
(the “Company”), and ___________ (the “Employee”)
pursuant to The Spectrum Brands, Inc. 2009 Incentive Plan (the “Plan”) and the
terms and conditions of this Spectrum Brands, Inc. Restricted Stock Award
Agreement (the “Agreement”), as set forth below.

      


      1.         Grant of
Award.  Pursuant to the Plan and subject to the terms and
conditions of this Agreement and the Plan, the Company hereby grants to the
Employee an award (the “Award”) of ________ shares of the
Company's common stock, par value $.01 per share (“Common Stock”), subject to
certain restrictions (individually, a “Share” and collectively, the “Shares”).
The Employee acknowledges that he/she has received from the Company a copy of
the Plan and any prospectus relating thereto.

      


      2.         Restrictions.  Until
the restrictions set forth in this Agreement or in the Plan lapse, the Shares
shall be subject to the following restrictions:

      


      (a)        Continued
Employment.  Except as otherwise specifically provided herein,
the Employee’s rights under this Agreement are conditioned on the Employee
remaining in the employment of the Company or its subsidiaries or affiliates.
The term “disability” shall have the same meaning as set forth in the Company’s
disability policy. The term “Cause” shall have the same meaning as forth in the
employment agreement or severance agreement, as applicable and as the same may
be amended from time to time, between the Employee and the Company or any
subsidiary of the Company, as applicable.

      


      (b)        Transfer.  The
Shares may not be sold, assigned, transferred, exchanged, pledged, hypothecated
or otherwise encumbered in any manner by the Employee.

      


      (c)        No Section 83(b)
Election.  With respect to the Shares awarded pursuant to this
Agreement, the Employee agrees not to make the election provided for under
section 83(b) of the Internal Revenue Code of 1986, as amended.

      


      3.      Lapse of
Restrictions.

      


      General.  Subject
to the terms of this Agreement, restrictions as to 75% of the Shares shall lapse
on October 1, 2010 and the restrictions on the remaining 25% of the Shares shall
lapse on October 1, 2011.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      (b)        Forfeiture of Shares.
Except as set forth in the Employee’s Employment Contract and notwithstanding
anything contained herein to the contrary, upon the Employee's termination of
employment with the Company or any of its subsidiaries and affiliates for any
reason other than termination by the Company without Cause (or other event which
under the Employee’s Employment Agreement or Severance Agreement is treated as a
Termination without Cause) or by reason of Employee’s death or disability, the
Employee shall forfeit all Shares subject to restrictions that have not lapsed
as of such termination date, and the Employee shall have no further rights with
respect to those Shares. In the event of termination by the Company without
Cause or due to death or disability of Employee, Employee (or his/her heir or
legal representative) shall continue to have the rights granted under this
Agreement pursuant to the terms of this Agreement. Shares granted hereunder
whose restrictions have lapsed prior to such Executive termination shall not be
forfeited.

      


      (c)        Termination of
Restrictions.  Notwithstanding the foregoing, the Compensation
Committee of the Board shall have the power, in its sole discretion, to
accelerate the expiration of the applicable restriction period, to waive any
restriction with respect to any part or all of the Shares or to waive the
forfeiture of Shares and retain restrictions on Shares that would have been
forfeited pursuant to the terms of this Agreement.

      


      4.        
Shares.  While
the Shares awarded to the Employee are subject to the restrictions set forth in
the Plan and in this Agreement, the Employee’s rights to those Shares will be
reflected as a book entry in the records of the Company.  After and to
the extent that such restrictions lapse pursuant to the terms of the Plan and
this Agreement, those Shares representing the Shares owned by the Employee,
after taking into account any Shares withheld to cover the taxes with respect to
the lapsing of the restrictions on those Shares, will be reflected as a book
entry in the records of the Transfer Agent.

       

      5.        
Change in
Control.  As more particularly provided in the Plan, all
restrictions with respect to any of the Shares that have not been previously
forfeited as provided in this Agreement shall expire and lapse upon the
occurrence of a Change in Control (as defined in the Plan).  If a
Change in Control has occurred, all restrictions on the Shares shall expire
immediately before the effective date of the Change in Control.

      


      6.        
Incorporation of Plan;
Defined Terms.  The Plan is incorporated herein by reference
and made a part of this Agreement as if each provision of the Plan were
specifically set forth herein.  In the event of a conflict between the
Plan and this Agreement, the terms and conditions of the Plan shall
govern.  Unless otherwise expressly defined in this Agreement, all
capitalized terms in this Agreement shall have the meanings given such terms in
the Plan.


      
        
           


        

        
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      7.       
 Miscellaneous.

      


      (a)     
  Successors; Governing
Law.  This Agreement shall bind and inure to the benefit of the
parties, their heirs, personal representatives, successors in interest and
assigns.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin.

      


      (b)       
Dividends.  The
Company shall have the discretion to pay to the Employee any special or regular
cash dividends declared by the Board, or to defer the payment of cash dividends
until the expiration of the restrictions with respect to the Shares, or reinvest
such amounts in additional shares of restricted stock.  Any cash
payments of dividends that become payable to the Employee with respect to any of
the Shares that remain subject to restrictions hereunder may, in the Company’s
discretion, be net of an amount sufficient to satisfy any federal, state and
local withholding tax requirements with respect to such dividends.

      


      (c)      
 Continued
Employment.  The Agreement does not constitute a contract of
employment.  Participation in the Plan does not give the Employee the
right to remain in the employ of the Company or its subsidiaries or affiliates
and does not limit in any way the right of the Company or a subsidiary or
affiliate to change the duties or responsibilities of the Employee.

      


      (d)      
 Amendment.  The
Company may amend this Agreement or modify the provisions for the termination of
the restrictions on the Shares without the approval of the Employee to comply
with any rules or regulations under applicable tax, securities or other laws or
the rules and regulations thereunder or any applicable exchange listing
standards, or to correct any omission in this Agreement.

      


      (e)    
   Payment of Taxes
Due.  No later than the date as of which an amount first
becomes includible in the gross income of the Employee for income tax purposes
with respect to the Award, Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law or applicable
regulation to be withheld (collectively, “Taxes”) with respect to such
amount.  Withholding obligations arising from the Award may be settled
with Common Stock, including the Shares that give rise to the withholding
requirement.  The obligations of the Company to deliver the Shares
shall be conditional on such payment or arrangements.  The Company,
its subsidiaries and its affiliates shall, to the extent permitted by law, have
the right to, at the Company’s election and in the Company’s sole discretion,
(i) deduct any such taxes from any payment otherwise due to the Employee or (ii)
withhold such portion of the Shares that give rise to the withholding
requirement in satisfaction of such requirement.


      
        
           


        

        
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      SPECTRUM
BRANDS, INC.

      


      By:

      


      _____________________

      John T.
Wilson

      General
Counsel

      


      


      Accepted
and agreed to this ____ day of _______ 2009.

      __________________

      


      _____________________

      ___________,
individually

      


      
 

       

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