ex10-1.htm


     

    Exhibit
10.1

     

    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

     

    THIS
AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into as of the 22nd
day of October, 2009 (the “Effective Date”), by and between Spectrum Brands,
Inc., a Delaware corporation (the “Company”), and Kent J. Hussey (the
“Executive”).

     

    WHEREAS,
the Company and the Executive previously entered into an Amended and Restated
Employment Agreement, as thereafter amended (the “Existing Agreement”), dated
April 1, 2005;

     

    WHEREAS,
the Existing Agreement was assumed by the Company pursuant to its Plan of
Reorganization confirmed July 15, 2009 (the “Plan”) and implemented on August
28, 2009; and

     

    WHEREAS,
the Company and the Executive wish to amend and restate the Existing Agreement
in order to modify certain various provisions of the Agreement pursuant to this
Agreement; and

     

    NOW,
THEREFORE, in consideration of the premises and mutual agreements contained
herein (promises that include benefits to which the Executive would not
otherwise be entitled), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
hereby agree as follows:

     

    
      	
              1.

            	
              Employment
      Duties and Acceptance.  The Company hereby employs the
      Executive, and the Executive agrees to serve and accept employment with
      the Company, as Chief Executive Officer, reporting directly to the Board
      of Directors of the Company (the “Board”).  As Chief Executive
      Officer, the Executive shall oversee and direct the operations of the
      Company and perform such other duties consistent with the responsibilities
      of the Chief Executive Officer, all subject to the direction and control
      of the Board.  During the Term (as defined below) the Executive
      shall devote substantially all of his working time and efforts to such
      employment.

            


    

     

    
      	
              2.

            	
              Term
      of Employment.  Subject to termination of employment
      under Section 4 hereof, the Executive’s employment and appointment
      hereunder shall be for a term commencing on the Effective Date and
      expiring on September 30, 2012 (the “Initial Term”). Upon expiration of
      the Initial Term (or any subsequent renewal term) and subject to
      termination of employment under Section 4 hereof, this Agreement shall
      terminate unless each of the Company and the Executive agrees to extend
      the Agreement for an additional successive renewal period of one (1) year
      (each such extension referred to as a “Renewal Term”).  For
      purposes of this Agreement, the failure of the Executive and the Company
      to agree to an extension of this Agreement at the end of any then-current
      term shall be deemed to be a termination of the Executive by the Company
      without Cause as of the end of the then-current Initial or Renewal
      Term.  The Initial Term and any Renewal Terms shall be
      collectively referred to as the
“Term.”

            


    

     

     

    
      
        
           


        

        
           

          
            
 

        

        
           


        

      

    

     

     

    
      	
              3.

            	
              Compensation.  In
      consideration of the performance by the Executive of his duties hereunder,
      the Company shall pay or provide to the Executive the following
      compensation which the Executive agrees to accept in full satisfaction for
      his services, it being understood that necessary withholding taxes, FICA
      contributions and the like shall be deducted from such
      compensation:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Base
      Salary.  The Executive shall receive a base salary of
      Eight Hundred and Twenty-Five Thousand Dollars ($825,000) per annum (“Base
      Salary”), which Base Salary shall be paid in equal semi-monthly
      installments each year, to be paid semi-monthly in arrears.  The
      Board will review from time to time the Base Salary payable to the
      Executive hereunder and may, in its discretion, increase the Executive’s
      Base Salary. Any such increased Base Salary shall be and become the “Base
      Salary” for purposes of this
Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Bonus.  The
      Executive shall receive a bonus for each fiscal year ending during the
      Term, payable annually in arrears and no later than December 31 of the
      year in which such bonus is earned or, if the Company changes its fiscal
      year end to end in December, then no later than March 15 of the year
      following the year in which such bonus is earned, which shall be based on
      a target of One Hundred Twenty-Five percent (125%) of Base Salary paid
      during such fiscal year, provided the Company achieves certain annual
      performance goals established by the Board from time to time (the
      “Bonus”).  The Bonus is currently governed by the Company’s
      Management Incentive Program.  The Board may, in its discretion,
      increase the annual Bonus. Any such increased annual Bonus shall be and
      become the “Bonus” for such fiscal year for purposes of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Insurance
      Coverages and Pension Plans. The Executive shall be entitled to
      such insurance, pension and all other benefits as are generally made
      available by the Company to its executive officers from time to
      time.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Long-Term
      Incentive Award.  Subject to Board approval, Executive
      shall be eligible to receive each fiscal year during the Initial Term
      commencing with fiscal year 2010 (with the first such issuance to occur on
      or about October 1, 2009) a Company stock or stock-based award or other
      consideration equal to 0.6667% of the shares initially reserved for
      issuance under Spectrum Brands, Inc. 2009 Incentive Plan (the “2009
      Incentive Plan”), and with such award containing certain vesting
      conditions to be based on the lapse of time and achievement of Company’s
      performance objectives established by the Board from time to time,
      provided that if such performance objectives are met, each such award will
      fully vest within two years of issuance, subject to Executive’s continued
      employment with the Company.   The grant for fiscal year
      2010 shall consist of restricted stock and 75% of such restricted stock
      shall vest on October 1, 2010 and the remaining 25% of the restricted
      stock shall vest on October 1, 2011, in each case subject to the Executive
      remaining employed with the Company on each applicable
      date.

            


    

     

     

    
      
        
           


        

        
          2

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                The
      terms of any award under this section shall be more fully set forth in an
      award agreement.

              


      

       

    

    
      	
               
      

            	
              (e)

            	
              Vacation.
      The Executive shall be entitled to five (5) weeks vacation each
      year.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Other
      Expenses. The Executive shall be entitled to reimbursement of all
      reasonable and documented expenses actually incurred or paid by the
      Executive in the performance of the Executive’s duties under this
      Agreement, upon presentation of expense statements, vouchers or other
      supporting information in accordance with Company policy.  All
      expense reimbursements and other perquisites of the Executive are
      reviewable periodically by the Compensation Committee of the Board, if
      there be one, or the Board.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Vehicle.  Pursuant
      to the Company’s policy for use of vehicles by executives, Executive shall
      be provided the use of a leased vehicle suitable for a Chief Executive
      Officer of a company similar to the Company.  Unless the
      Executive’s employment is terminated by the Company for Cause or by the
      Executive pursuant to Section 4(d), Executive shall be entitled to
      purchase such vehicle for $100 upon the earlier of (i) the expiration of
      the lease for such vehicle or (ii) the termination of Executive’s
      employment.

            


    

     

    
      	
               
      

            	
              (h)

            	
              D&O
      Insurance.  The Company shall indemnify the Executive
      against any and all claims and costs of defense arising from or relating
      to Executive’s performance of his job responsibilities to the maximum
      extent provided by law, but not for any action, suit, arbitration or other
      proceeding (or portion thereof) initiated by the Executive, unless
      authorized or ratified by the Board.  Such indemnification shall
      be covered by the terms of the Company’s policy of insurance for directors
      and officers in effect from time to time (the “D&O
      Insurance”).  Copies of the Company’s charter, by-laws and
      D&O Insurance will be made available to the Executive upon
      request.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Effective
      on 2009 Incentive Programs.  Nothing in this Agreement
      shall impact the Executive’s participation in the Company’s 2009 incentive
      programs, which were assumed pursuant to the Plan and shall continue to be
      implemented in accordance with those terms in effect on the day
      immediately prior hereto.

            


    

     

    
      	
              4.

            	
              Termination.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Termination
      by the Company for Cause. The Company shall have the right at any
      time to terminate the Executive’s employment hereunder without prior
      notice

            


    

     

     

    
      
        
           


        

        
          3

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                upon
      the occurrence of any of the following (any such termination being
      referred to as a termination for
“Cause”):

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      commission by the Executive of any deliberate and premeditated act taken
      by the Executive in bad faith against the interests of the
      Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Executive has been convicted of, or pleads nolo
      contendere
      with respect to, any crime (felony or less) the circumstances of which
      substantially relate to the circumstances, duties or responsibilities of
      Executive’s position with the
Company;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      current use of illegal drugs, misuse of legal drugs, or intoxication of
      Executive in the workplace or while performing his duties or
      responsibilities associated with his position, the Executive’s failure of
      a Company-related drug test, or the violation of any Company drug
      policy;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      willful failure or refusal of the Executive to perform his duties as set
      forth herein or the willful failure or refusal to follow the direction of
      the Board, provided such failure or refusal continues after thirty (30)
      days of the receipt of notice in writing from the Company or of such
      failure or refusal, which notice refers to this Section 4(a) and indicates
      the Company’s intention to terminate the Executive’s employment hereunder
      if such failure or refusal is not remedied within such thirty (30) day
      period; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Executive breaches any of the terms of this Agreement or any other
      agreement between the Executive and the Company which breach is not cured
      within thirty (30) days subsequent to notice from the Company to the
      Executive of such breach, which notice refers to this Section 4(a) and
      indicates the Company’s intention to terminate the Executive’s employment
      hereunder if such breach is not cured within such thirty (30) day
      period.

            


    

     

    
      
        	
                 
      

              	
                 

              	
                If
      the definition of termination for “Cause” set forth above conflicts with
      such definition in any other agreement to which the Executive is a party,
      the definition set forth herein shall
control.

              


      

       

    

    
      	
               
      

            	
              (b)

            	
              Termination
      by Company for Death or Disability. The Company shall have the
      right at any time to terminate the Executive’s employment hereunder upon
      thirty (30) days prior written notice upon the Executive’s inability to
      perform the essential functions of his job with or without reasonable
      accommodation by reason of disability as defined under the Americans with
      Disabilities Act (“Disability”), if within 30 days after such notice of
      termination is given, the Executive continues to be unable to perform the
      essential functions of his job within the meaning of his job with or
      without reasonable accommodation.. The Company’s obligations hereunder
      shall, subject to the provisions of Section 5(b), also terminate upon the
      death of the Executive.

            


    

     

     

    
      
        
           


        

        
          4

          
            
 

        

        
           


        

      

    

     

     

    
      	
               
      

            	
              (c)

            	
              Termination
      by Company without Cause. The Company shall have the right at any
      time to terminate the Executive’s employment for any other reason without
      Cause upon sixty (60) days prior written notice (or pay in lieu thereof)
      to the Executive.  The non-renewal of this Agreement at the end
      of the then-current term pursuant to Section 2 shall also be deemed a
      termination by the Company without
Cause.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Voluntary
      Termination by Executive.  The Executive shall be
      entitled to voluntarily terminate his employment hereunder upon sixty (60)
      days prior written notice to the Company.  Except as provided in
      Section 4(e), any such termination shall be treated as a termination by
      the Company for “Cause” under Section 5, unless notice of such termination
      was given within sixty (60) days after a Change in Control (which, for
      purposes of this Agreement, shall have the meaning given that term in the
      2009 Incentive Plan), in which case such termination shall be treated in
      accordance with Section 5(c)
hereof.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Termination
      by Executive Arising Out of Constructive Termination. The Executive
      shall be entitled to terminate his employment and appointment hereunder
      upon the occurrence of a Constructive Termination.  For the
      purposes of this Agreement and any stock option agreements or restricted
      stock unit award agreements between the Company and the Executive, any
      such termination shall be treated as a termination by the Company without
      Cause.  For this purpose, a “Constructive Termination” shall
      mean:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      reduction, not consented to by Executive, in Executive’s Base Salary or in
      Executive’s target Bonus or target long term incentive amounts set forth
      in Sections 3(a), 3(b) and 3(d) then in
effect;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      relocation, not consented to by Executive, of the Company’s office at
      which Executive is principally employed as of the date hereof to a
      location more than fifty (50) miles from such office, or the requirement
      by the Company that Executive be based at an office other than the
      Company’s office at such location on an extended basis, except for
      required travel on the Company’s business to an extent substantially
      consistent with Executive’s business travel
  obligations;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      substantial diminution or other substantive adverse change, not consented
      to by Executive, in the nature or scope of Executive’s responsibilities,
      authorities, powers, functions or duties;
or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              a
      breach by the Company of any of its other material obligations under this
      Agreement;

            


    

     

    
      
        	
                 
      

              	
                 

              	
                provided,
      however, that in each case, Executive may not terminate his employment for
      Constructive Termination unless Executive (w) provides the Company with 30
      days advance written notice of his intent to resign
  for

              


      

    

     

     

    
      
        
           


        

        
          5

          
            
 

        

        
           


        

      

    

    
       

       

      
        
          	
                   
      

                	
                   

                	
                  Constructive
      Termination, (x) such notice is given within 60 days of the events or
      circumstances claimed to give rise to Constructive Termination, (y) the
      Company fails to cure such alleged violation during such 30 day period and
      (z) if the Company fails to cure such alleged violation, Executive must
      terminate his employment within six months of the initial occurrence of
      the facts or circumstances giving rise to Constructive
      Termination.

                


        

      

       

    

    
      	
               
      

            	
              (f)

            	
              Notice
      of Termination. Any termination by the Company for Cause or by the
      Executive for Constructive Termination shall be communicated by Notice of
      Termination to the other party hereto given in accordance with Section 8.
      For purposes of this Agreement, a “Notice of Termination” means a written
      notice given prior to the termination which (i) indicates the specific
      termination provision in this Agreement relied upon, (ii) sets forth in
      reasonable detail the facts and circumstances claimed to provide a basis
      for termination of the Executive’s employment under the provision so
      indicated and (iii) if the termination date is other than the date of
      receipt of such notice, specifies the termination date of this Agreement
      (which date shall be not more than fifteen (15) days after the giving of
      such notice, unless a thirty-day notice is required pursuant to another
      section of this Agreement). The failure by any party to set forth in the
      Notice of Termination any fact or circumstance which contributes to a
      showing of Cause or Constructive Termination shall not waive any right of
      such party hereunder or preclude such party from asserting such fact or
      circumstance in enforcing its rights
  hereunder.

            


    

     

    
      	
              5.

            	
              Effect
      of Termination of
Employment.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Termination
      by the Company with Cause or
      Voluntarily by the Executive.  If the Executive’s
      employment hereunder is terminated by the Company with Cause or if the
      Executive voluntarily terminates his employment hereunder (except under
      circumstances constituting a Constructive Termination, or as provided in
      Section 5(c)), the Executive’s salary and other benefits specified in
      Section 3 shall cease at the time of such termination, and the Executive
      shall not be entitled to any compensation specified in Section 3 which was
      not required to be paid prior to such termination.  Upon any
      termination of employment, the Company shall promptly pay to the Executive
      accrued salary and vacation pay, reimbursement for expenses incurred
      through the date of termination in accordance with Company policy, and
      accrued benefits under the Company’s benefit plans, programs and
      arrangements in accordance with their
  terms.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Without
      Cause, Death or Disability. If the Executive’s employment hereunder
      is terminated by the Company (a) without Cause or (b) by reason of death
      or Disability or (c) by virtue of the non-renewal of this Agreement
      pursuant to Section 2, and the Executive executes a separation agreement
      with a release of claims agreeable to the Company
  (a

            


    

     

     

    
      
        
           


        

        
          6

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                “Release”)
      (to the extent that the Executive is physically and mentally capable to
      execute such an agreement) no later than 60 days after his termination of
      employment,  the ongoing compensation obligations specified in
      Section 3 shall be discontinued as of the date of termination and the
      Company shall thereafter timely remit the amounts and provide the
      Executive the benefits as follows:

              


      

       

    

    
      	
               
      

            	
              (i)

            	
              The
      Company shall pay to the Executive as severance, an amount in cash equal
      to double the sum of (A) the Executive’s Base Salary, and (B) Executive’s
      annual target Bonus. Such severance payment will be made within 10 days
      following when the Release becomes effective in accordance with its
      terms.  Additionally, the Company shall pay to the Executive an
      amount equal to a pro rata portion of the annual Bonus the Executive
      actually would have earned for the fiscal year in which termination occurs
      if Executive’s employment had not ceased.  Such pro-ration shall
      be based on the number of weeks the Executive worked during such fiscal
      year prior to such termination divided by 52.  Payment of this
      pro-rated Bonus amount will be made in cash at the time at which a Bonus
      would have been paid to the Executive for the fiscal year in which
      termination occurs if the Executive had not terminated employment with the
      Company.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              For
      the greater of (i) the 24-month period immediately following such
      termination or (ii) the remainder of the Initial Term, the Company shall
      arrange to provide the Executive and his dependents the additional welfare
      benefits specified in Section 3(c) (which, for the avoidance of doubt, do
      not include those receivable in accordance with Section 5(d))
      substantially similar to those provided to the Executive and his
      dependents by the Company immediately prior to the date of termination, at
      no greater cost to the Executive than the cost to the Executive
      immediately prior to such date. Benefits otherwise receivable by the
      Executive pursuant to this Section 5(b)(ii) (which, for the avoidance of
      doubt, do not include those receivable in accordance with Section 5(d))
      shall cease immediately upon the discovery by the Company of the
      Executive’s breach of the covenants contained in Section 6 or 7
      hereof.  In addition, benefits otherwise receivable by the
      Executive pursuant to this Section 5(b)(ii) (which, for the avoidance of
      doubt, do not include those receivable in accordance with Section 5(d))
      shall be reduced to the extent benefits of the same type are received by
      or made available to the Executive during the 24-month period following
      the Executive’s termination of employment (and any such benefits received
      by or made available to the Executive shall be reported to the Company by
      the

            


    

     

     

    
      
        
           


        

        
          7

          
            
 

        

        
           


        

      

    

    
 

    
      
        	
                 
      

              	
                 

              	
                Executive);
      provided, however, that the Company shall reimburse the Executive for the
      excess, if any, of the cost of such benefits to the Executive over such
      cost immediately prior to the date of termination, with any such
      reimbursement made no later than the last day of the year in which such
      cost is incurred.

              


      

    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Executive’s accrued vacation (determined in accordance with Company
      policy) at the time of termination shall be paid as soon as reasonably
      practicable but no later than 30 days after termination of
      employment.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Executive
      shall continue to be entitled to indemnification pursuant to Section 3(h)
      for events occurring prior to the date of Executive’s
      termination.

            


    

     

    
      	
               
      

            	
              (v)

            	
              Any
      outstanding awards made pursuant to Section 3(d) for which the passage of
      time is the sole remaining basis for vesting will become vested
      immediately.

            


    

     

    
      	
               
      

            	
              (vi)

            	
              Any
      payments provided for hereunder shall be paid net of any applicable
      withholding required under federal, state, or local law and any additional
      withholding to which the Executive has
agreed.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Following
      Change in Control.  If the Executive elects to terminate
      his employment within sixty (60) days following a Change in Control in
      accordance with Section 4(d), and the Executive executes a Release (to the
      extent that the Executive is physically and mentally capable to execute
      such an agreement) within 60 days of his termination of employment, then
      such termination by the Executive shall be treated as a termination by the
      Company without Cause, and the Executive shall be entitled to the
      compensation provided in Section 5(b).  Notwithstanding the
      foregoing, the Company may require that the Executive continue to remain
      in the employ of the Company for up to a maximum of three (3) months
      following the Change in Control (the “Post-Term
      Period”).

            


    

     

    
      	
               
      

            	
              (d)

            	
              Acknowledgement
      of Existing Rights.  The Company and the Executive
      acknowledge and agree that, whenever the Executive ceases to be an
      employee of the Company for any reason, the Company shall pay the
      Executive the amounts and provide the Executive the benefits as
      follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Company
      shall reimburse Executive for the reasonable expenses associated with
      Executive’s tax preparation and financial planning services for a period
      of ten (10) years from the date the Executive ceases to be an employee of
      the Company; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              For
      a period of ten (10) years from the date the Executive ceases to be an
      employee of the Company, the Company shall arrange to provide the
      Executive and his spouse with continuing medical, dental and
      life

            


    

     

     

    
      
        
           


        

        
          8

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                insurance
      benefits substantially similar to those provided to the Executive and his
      spouse by the Company immediately prior to the date the Executive ceases
      to be an employee of the Company, at no greater cost to the Executive than
      the cost to the Executive immediately prior to such
  date.

              


      

       

      
        	
                 
      

              	
                 

              	
                Any
      amounts subject to reimbursement under this subsection shall be reimbursed
      no later that the last day of the year in which the expense is incurred
      or, if later, within 60 days of the date of
  submission.

              


      

    

     

    
      	
              6.

            	
              Agreement
      Not to Compete.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Executive agrees that during the during his employment and for the
      two-year period immediately following the termination of his employment
      for any reason (hereafter, the “Non-Competition Period”), he will not,
      directly or indirectly, either separately, jointly or in association with
      others, as an officer, director, consultant, agent, employee, owner,
      principal, partner or stockholder of any business,  provide
      services of the same or similar kind or nature that he provides to the
      Company to, or have a financial interest in (excepting only the ownership
      of not more than 5% of the outstanding securities of any class listed on
      an exchange or the Nasdaq Stock Market), any competitor of the Company
      (which means any person or organization that is in the business of or
      makes money from designing, developing, or selling products or services
      similar to those products and services developed, designed or sold by the
      Company); provided, however, that the Executive may provide services to or
      have a financial interest in a business that competes with the Company if
      his employment or financial interest is with a separately managed or
      operated division or affiliate of such business that does not compete with
      the Company. The Executive recognizes, acknowledges and the Company is a
      global consumer products company with operations throughout the world,
      including significant operations in Wisconsin, where the Company’s largest
      business segment is headquartered and the Company maintains manufacturing
      facilities and agrees that Executive's duties necessarily require
      significant contact with its operations throughout the world and his
      duties and responsibilities hereunder will be performed throughout the
      United States and Canada and will result in Executive’s having
      material contact with the Company’s customers, suppliers, vendors, and
      employees throughout the United States and Canada, including significant
      contact with the Company’s Wisconsin operations.  Accordingly, the
      Parties acknowledge and agree that the restrictions set forth in this
      Section 6(a) shall extend to the United States and Canada (hereafter, the
      “Restricted Territory”) and that this geographic scope is reasonable based
      on the geographic scope of Executive’s duties and
      responsibilities.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Without
      limiting the generality of clause (a) above, the Executive further agrees
      that, during the Non-Competition Period, he will not, within the
      Restricted

            


    

     

     

    
      
        
           


        

        
          9

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                Territory,
      directly or indirectly, either separately, jointly or in association with
      others, solicit, divert, take away, or attempt to solicit, divert, or take
      away, any customer or person to whom the Company has sent a written sales
      or servicing proposal or contract in connection with the business of the
      Company within the immediately preceding two-year period (hereafter, a
      “Prospective Customer”), for the purpose of or with the intention of
      selling or providing to such customer or Prospective Customer any product
      or service similar to any product or service sold, provided, offered, or
      under development by the Company during the two-year period immediately
      preceding the termination of Executive’s employment for any reason (or
      during the preceding two years if during Executive’s employment);
      provided, however, that this restriction shall only apply
      to customers or Prospective Customers of the Company with whom
      Executive had contact or about whom the Executive acquired confidential
      information by virtue of his employment with the Company at any time
      during such two-year period.

              


      

       

    

    
      	
               
      

            	
              (c)

            	
              The
      Executive agrees that during the Non-Competition Period, he shall not
      initiate contact in order to induce, solicit or encourage any person to
      leave the Company’s employ. Nothing in this paragraph is meant to prohibit
      an employee of the Company that is not a party to this Agreement from
      becoming employed by another organization or
  person.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Sections
      6(a), 6(b), and 6(c) each are intended to be considered and construed as
      separate and independent covenants; any ruling that any one or more
      of these sections is overbroad or otherwise invalid shall not affect the
      validity of any of the other sections or any other section of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              For
      purposes of this Section 6 and Section 7, the “Company” refers to the
      Company and any incorporated or unincorporated subsidiaries of the
      Company.

            


    

     

    
      	
              7.

            	
              Secret
      Processes and Confidential
  Information.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Executive agrees to hold in strict confidence and, except as the Company
      may authorize or direct, not disclose to any person or use (except in the
      performance of his services hereunder) any confidential information or
      materials received by the Executive from the Company and any confidential
      information or materials of other parties received by the Executive in
      connection with the performance of his duties hereunder.  For
      purposes of this Section 7(a), confidential information or materials shall
      include, but are not limited to, existing and potential customer
      information, existing and potential supplier information, product
      information, design and construction information, pricing and
      profitability information, financial information, sales and marketing
      strategies and techniques and business ideas or practices (hereafter
      “Confidential

            


    

     

    
      
        
           


        

        
          10

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                Information”).  The
      restriction on the Executive’s use or disclosure of Confidential
      Information shall remain in force during the Executive’s employment
      hereunder and until the earlier of (x) the expiration of a period of two
      (2) years thereafter or (y) such time as the Confidential Information is
      of general knowledge in the industry through no fault of the Executive or
      any agent of the Executive.  The Executive also agrees to return
      to the Company promptly upon its request any Company information or
      materials in the Executive’s possession or under the Executive’s
      control.  This Section 7(a) is not intended to preclude
      Executive from being gainfully employed by another.  Rather, it
      is intended to prohibit Executive from using the Company’s confidential
      information or materials in any subsequent employment or employment
      undertaken that is not for the benefit of the Company during the
      identified period.

              


      

       

    

    
      	
               
      

            	
              (b)

            	
              The
      Executive will promptly disclose to the Company and to no other person,
      firm or entity all inventions, discoveries, improvements, trade secrets,
      formulas, techniques, processes, know-how and similar matters, whether or
      not patentable and whether or not reduced to practice, which are conceived
      or learned by the Executive during the period of the Executive’s
      employment with the Company, either alone or with others, which relate to
      or result from the actual or anticipated business or research of the
      Company or which result, to any extent, from the Executive’s use of the
      Company’s premises or property (collectively called the “Inventions”). The
      Executive acknowledges and agrees that all the Inventions shall be the
      sole property of the Company, and the Executive hereby assigns to the
      Company all of the Executive’s rights and interests in and to all of the
      Inventions, it being acknowledged and agreed by the Executive that all the
      Inventions are works made for hire. The Company shall be the sole owner of
      all domestic and foreign rights and interests in the Inventions. The
      Executive agrees to assist the Company at the Company’s expense to obtain
      and from time to time enforce patents and copyrights on the
      Inventions.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      the request of, and, in any event, upon termination of the Executive’s
      employment with the Company, the Executive shall promptly deliver to the
      Company all documents, data, records, notes, drawings, manuals and all
      other tangible information in whatever form which pertains to the Company,
      and the Executive will not retain any such information or any reproduction
      or excerpt thereof.  Nothing in this Agreement or elsewhere
      shall prevent the Executive from retaining his desk calendars, address
      book and rolodex.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Nothing
      in this Section 7 diminishes or limits any protection granted by law to
      trade secrets or relieves the Executive of any duty not to disclose, use
      or misappropriate any information that is a trade secret for as long as
      such information remains a trade
secret.

            


    

     

     

    
      
        
           


        

        
          11

          
            
 

        

        
           


        

      

    

     

     

    
      	
              8.

            	
              Notices.  All
      notices or other communications hereunder shall be in writing and shall be
      deemed to have been duly given (a) when delivered personally, (b) upon
      confirmation of receipt when such notice or other communication is sent by
      facsimile or telex, (c) one day after delivery to an overnight delivery
      courier, or (d) on the fifth day following the date of deposit in the
      United States mail if sent first class, postage prepaid, by registered or
      certified mail.  The addresses for such notices shall be as
      follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              For
      notices and communications to the Company:

               

              
                Spectrum
      Brands, Inc.

                Six
      Concourse Parkway

                Suite
      3300

                Atlanta,
      GA  30328

                Facsimile:  (770)
      829-6295

                Attention:  General
      Counsel

              

            


    

     

    
      	
               
      

            	
              (b)

            	
              For
      notices and communications to the Execu­tive:  at the
      address set forth in the records of the Company, as updated at the request
      of the Executive from time to time.

            


    

     

    Any party
hereto may, by notice to the other, change its address for receipt of notices
hereunder.

     

    
      	
              9.

            	
              Section
      409A .

            


    

     

    
      	
               
      

            	
              (a)

            	
              This Agreement is
      intended to satisfy the requirements of Section 409A of the Internal
      Revenue Code of 1986, as amended (“Section
      409A”) with respect to amounts, if any, subject thereto and shall
      be interpreted and construed and shall be performed by the parties
      consistent with such intent.  This
      Agreement may be amended at any time, without the consent of the
      Executive, to avoid the application of Section 409A in a particular
      circumstance or to satisfy any of the requirements under Section
      409A.  Nothing in the Agreement shall provide a basis for any
      person to take action against the Company or any subsidiary or affiliate
      based on matters covered by Section 409A, including the tax treatment of
      any award made under the
  Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      anything in this Agreement to the contrary, the following special rule
      shall apply, if and to the extent required by Section 409A, in the event
      that (i) the Executive is deemed to be a “specified employee” within the
      meaning of Section 409A(a)(2)(B)(i), (ii) amounts or benefits under this
      Agreement or any other program, plan or arrangement of the Company or a
      controlled group affiliate thereof are due or payable on account of
      “separation from service” within the meaning of Treasury Regulations
      Section 1.409A-1(h) and (iii) the Executive is employed by a public
      company or a controlled group affiliate thereof: no payments hereunder
      that are “deferred compensation” subject to Section 409A shall be made to
      the Executive prior to the date that is six (6) months after
      the

            


    

     

     

    
      
        
           


        

        
          12

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                date
      of the Executive’s separation from service or, if earlier, the Executive’s
      date of death; following any applicable six (6) month delay, all such
      delayed payments will be paid in a single lump sum on the earliest
      permissible payment date.

              


      

       

    

    
      	
               
      

            	
              (c)

            	
              Any
      payment or benefit due upon a termination of the Executive’s employment
      that represents a “deferral of compensation” within the meaning of Section
      409A shall be paid or provided to the Executive only upon a “separation
      from service” as defined in Treas. Reg. § 1.409A-1(h).  Each
      payment made under this Agreement shall be deemed to be a separate payment
      for purposes of Section 409A.  Amounts payable under this
      Agreement shall be deemed not to be a “deferral of compensation” subject
      to Section 409A to the extent provided in the exceptions in Treasury
      Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9)
      (“separation pay plans,” including the exception under subparagraph (iii))
      and other applicable provisions of Treasury Regulation § 1.409A-1 through
      A-6.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      anything to the contrary in Agreement, any payment or benefit under this
      Agreement or otherwise that is exempt from Section 409A pursuant to
      Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain
      reimbursements and in-kind benefits) shall be paid or provided to the
      Executive only to the extent that the expenses are not incurred, or the
      benefits are not provided, beyond the last day of the second calendar year
      following  the calendar year in which the Executive’s
      “separation from service” occurs; and provided further that such expenses
      are reimbursed no later than the last day of the third calendar year
      following the calendar year in which the Executive’s “separation from
      service” occurs.  To the extent any indemnification payment, expense
      reimbursement, or the provision of any in-kind benefit is determined to be
      subject to Section 409A (and not exempt pursuant to the prior sentence or
      otherwise), the amount of any such indemnification payment or expenses
      eligible for reimbursement, or the provision of any in-kind benefit, in
      one calendar year shall not affect the indemnification payment or
      provision of in-kind benefits or expenses eligible for reimbursement in
      any other calendar year (except for any life-time or other aggregate
      limitation applicable to medical expenses), and in no event shall any
      indemnification payment or expenses be reimbursed after the last day of
      the calendar year following the calendar year in which the Executive
      incurred such indemnification payment or expenses, and in no event shall
      any right to indemnification payment or reimbursement or the provision of
      any in-kind benefit be subject to liquidation or exchange for another
      benefit.

            


    

     

    
      	
              10.

            	
              General.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Governing
      Law. This Agreement shall be construed under and governed by the
      laws of the State of Wisconsin, without reference to its conflicts of law
      principles.

            


    

     

     

    
      
        
           


        

        
          13

          
            
 

        

        
           


        

      

    

     

     

    
      	
               
      

            	
              (b)

            	
              Amendment;
      Waiver. This Agreement may be amended, modified, superseded,
      canceled, renewed or extended, and the terms hereof may be waived, only by
      a written instrument executed by all of the parties hereto or, in the case
      of a waiver, by the party waiving compliance. The failure of any party at
      any time or times to require performance of any provision hereof shall in
      no manner affect the right at a later time to enforce the same. No waiver
      by any party of the breach of any term or covenant contained in this
      Agreement, whether by conduct or otherwise, in any one or more instances,
      shall be deemed to be, or construed as, a further or continuing waiver of
      any such breach, or a waiver of the breach of any other term or covenant
      contained in this Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Successors
      and Assigns. This Agreement shall be binding upon the Executive,
      without regard to the duration of his employment by the Company or reasons
      for the cessation of such employment, and inure to the benefit of his
      administrators, executors, heirs and assigns, although the obligations of
      the Executive are personal and may be performed only by him. This
      Agreement shall also be binding upon and inure to the benefit of the
      Company and its subsidiaries, successors and assigns, including any
      corporation with which or into which the Company or its successors may be
      merged or which may succeed to their assets or
      business.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Counterparts.
      This Agreement may be executed in two counterparts, each of which shall be
      deemed an original but which together shall constitute one and the same
      instrument.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Non-exclusivity
      of Rights. Nothing in this Agreement shall prevent or limit the
      Executive’s continuing or future participation during his employment
      hereunder in any benefit, bonus, incentive or other plan or program
      provided by the Company or any of its affiliates and for which the
      Executive may qualify. Amounts which are vested benefits or which the
      Executive is otherwise entitled to receive under any plan or program of
      the Company or any affiliated company at or subsequent to the date of the
      Executive’s termination of employment with the Company shall, subject to
      the terms hereof or any other agreement entered into by the Company and
      the Executive on or subsequent to the date hereof, be payable in
      accordance with such plan or
program.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Mitigation.
      In no event shall the Executive be obligated to seek other employment by
      way of mitigation of the amounts payable to the Executive under any of the
      provisions of this Agreement. In the event that the Executive shall give a
      Notice of Termination for Constructive Termination and it shall thereafter
      be determined that Constructive Termination did not take place, the
      employment of the Executive shall, unless the Company and the Executive
      shall otherwise mutually agree, be deemed to have terminated, at the date
      of giving such purported Notice of Termination, and the Executive shall be
      entitled to receive only those
payments

            


    

     

     

    
      
        
           


        

        
          14

          
            
 

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                and
      benefits which he would have been entitled to receive at such date had he
      terminated his employment voluntarily at such date under Section 4(d) of
      this Agreement.

              


      

    

     

    
      	
               
      

            	
              (g)

            	
              Equitable
      Relief. The Executive expressly agrees that breach of any provision
      of Sections 6 or 7 of this Agreement would result in irreparable injuries
      to the Company, that the remedy at law for any such breach will be
      inadequate and that upon breach of such provisions, the Company, in
      addition to all other available remedies, shall be entitled as a matter of
      right to injunctive relief in any court of competent jurisdiction without
      the necessity of proving the actual damage to the
      Company.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Severability.
      Sections 6(a), 6(b), 6(c), 7(a), 7(b) and 10(i) of this Agreement shall be
      considered separate and independent from the other sections of this
      Agreement and no invalidity of any one of those sections shall affect any
      other section or provision of this Agreement. However, because it is
      expressly acknowledged that the pay and benefits provided under this
      Agreement are provided, at least in part, as consideration for the
      obligations imposed upon Executive under Sections 6(a), 6(b), 6(c), 7(a)
      and 7(b), should Executive challenge those obligations or any court
      determine that any of the provisions under these Sections is unlawful or
      unenforceable, such that Executive need not honor those provisions, then
      Executive shall not receive the pay and benefits, provided for in this
      Agreement following termination, (or if he has already received severance
      pay or benefits, Executive shall be required to repay such severance pay
      and benefits to the Company within 10 days of written demand by the
      Company) if otherwise available to Executive, irrespective of the reason
      for the end of Executive’s
employment.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Entire
      Agreement. This Agreement constitutes the entire understanding of
      the parties hereto with respect to the subject matter hereof and supersede
      all prior negotiations, discussions, writings and agreements between them,
      including the Existing Agreement, with respect to the subject matter
      hereof.

            


    

     

    [signature
page follows]

     

     

    
      
        
           


        

        
          15

          
            
 

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

     

    
      	 
      	
              SPECTRUM
      BRANDS, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By: 
      

            	
              /s/
      John T. Wilson

            
	 
      	 
      	
              John
      T. Wilson

            
	 
      	 
      	
              Vice
      President, Secretary and General
Counsel

            


    

     

    EXECUTIVE:

     

     

    /s/
Kent J.
Hussey                             


    Kent J.
Hussey

     

     

     

    16