**Exhibit 10.52**

EMPLOYMENT ANDNON-COMPETITION AGREEMENT

 

 

THIS EMPLOYMENT ANDNON-COMPETITION AGREEMENT (this “Agreement”) is effective September 13, 2004,by and between Stephen L. Tooker (“Employee”) and United IndustriesCorporation, a Delaware corporation (together with its subsidiaries andsuccessors, the “Company”).  The Companyand Employee are sometimes collectively referred to herein as the “Parties” andindividually as a “Party.”

 

WHEREAS, theCompany and Employee desire to enter into an Employment Agreement to govern theterms and conditions of Employee’s employment with the Company.

 

NOW, THEREFORE, inconsideration of the mutual covenants and agreements set forth herein, theParties agree as follows:

 

1.     Employment. Employee shall serve in the position of President of the United States Home and Garden Division of theCompany.  Employee shall have such responsibilities, duties and authorities, and shallrender such services or act with such title or in such other capacity for theCompany and its affiliates, as the Company’s Chief Executive Officer (“CEO”),its Board of Directors (the “Board”) or such other person designated by the CEOor the Board at an intermediate level below the CEO to whom other presidents ofdivisions of the Corporation directly report, such as a chief operating officer(“Designee”), shall from time to time reasonably direct.  Employee shall devote Employee’s bestefforts, energies and abilities and Employee’s full business time, skill and attention (except as described below andexcept for permitted vacation periods and reasonable periods of illness orother incapacity) to the business and affairs of the Company.  Employee shall perform the duties and carryout the responsibilities assigned to Employee, to the best of Employee’sability, in a diligent, trustworthy and businesslike manner for the purpose ofadvancing the business of the Company. It is understood and agreed that Employee may be required to devote aconsiderable amount of time to travel in connection with the performance of hisduties and responsibilities or at the direction of the Company.

 

2.     Base Compensation, Incentive and SigningBonus.

 

(a)           TheCompany shall pay Employee a base salary at a rate of three hundred twenty-fivethousand dollars ($325,000) per annum (the “Base Salary”), payable monthly prorata in accordance with the Company’s regular payroll practices lesswithholding as required by applicable law.  Increases to the Base Salaryshall be considered by the Company on an annual basis in a manner consistentwith the Company’s compensation policies then in force.

(b)           Commencing in 2005, Employee shall beeligible to receive an annual incentive bonus with a target of sixty percent(60%) of his Base Salary (the “Target Bonus”) (subject to a maximum of seventy-five  percent (75%) of his Base Salary and aminimum of thirty percent (30%) of his Base Salary; such minimum shall bepayable only if at least 90% of the target goals and objectives are achieved).  Payment of any annual incentive bonusprovided for herein by the 

 

 

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Company to Employee shallbe pursuant to and in accordance with the Company’s incentive bonus plan thenin effect and shall be subject to the following terms and conditions:

(i)                                     The Employee’s actual incentive bonusearnings will be conditional upon successful attainment of certain goals andobjectives as established and determined by the Company’s CEO or his designeeand communicated to the Employee.

(ii)                                  Within ninety (90) days after theconclusion of any fiscal year (the “Bonus Assessment Date”), the CEO or hisdesignee, as applicable, will assess the achievement of the previous fiscalyear’s goals and objectives and will calculate any earned incentive bonusamounts for Employee for that previous fiscal year.  Any incentive bonus earned by Employee forthe previous fiscal year will be paid out to Employee after the relevant BonusAssessment Date in compliance with the Company’s usual procedures.

(iii)                               If the Employee’s employment with theCompany ceases for any reason whatsoever prior to the conclusion of a fiscalyear, the Employee will not be eligible to receive any incentive bonus inrespect of that fiscal year except as otherwise provided in Sections 8(e) and8(f) of this Agreement.

(c)           On the thirtieth (30th)day following Employee’s first day of employment, Employee shall receive abonus of Fifty Thousand Dollars ($50,000.00), less withholding as required bylaw (“Signing Bonus”).  In the eventEmployee voluntarily terminates his employment pursuant to Section 8(a) hereof(without “Good reason”, as defined therein) or is terminated for Cause pursuantto Section 8(c) hereof before completing one (1) year of consecutive servicewith Company Employee shall repay the full amount of the Signing Bonus toCompany.

3.     Term.  The Employee’sterm of employment pursuant to this Agreement shall commence on the date hereofand shall remain in effect****unlessterminated pursuant to Paragraph 8.

 

4.     Benefits, Options, Taxes and Withholding.

(a)           In addition to the Base Salarypayable to Employee hereunder, Employee shall be entitled to such benefits asare, from time to time, afforded to other employees of the Company, whichbenefits may be revised, removed or altered by the Company.  By way of example, such benefits generallyinclude:

(i)                                     hospitalization, disability,life, health and dental insurance in amounts consistent with Company policy forits other senior executive employees, as reasonably determined by the Company;

(ii)                                  Employee shall be eligible toreceive an automobile allowance at an initial allowance rate of ThirteenThousand Eight Hundred Dollars ($13,800) per annum, payable monthly pro rata;and

 

 

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(iii)                               other benefit arrangements, tothe extent made generally available by the Company to its other seniorexecutive employees.

(b)           In addition to the Base Salarypayable to Employee hereunder, Employee shall be entitled to the following:

(i)                                     four (4) weeks paid vacationeach year, consistent with Company policy for its other senior executive employeesand provided that unused vacation time shall not be carried over to subsequentyears; and

(ii)                                  reimbursement for reasonable,ordinary and necessary out-of-pocket business expenses incurred by Employee inthe performance of his duties, subject to the Company’s policies in effect fromtime to time with respect to travel, entertainment and other expenses,including without limitation, requirements with respect to reporting anddocumentation of such expenses.

(c)           Equity Incentive Compensation.  Employee shall be granted, on or beforeDecember 30, 2004,  options to purchaseshares 300,000 shares (150,000 Class A Shares and 150,000 Class B Shares) ofthe Company’s common stock at a fair market value of Six Dollars ($6.00) pershare, vesting (subject to the Company’s Repurchase Option as described in theStock Option Agreement) ratably over a three (3) year period commencing on theeffective date of this Agreement.

(d)           Taxesand Withholding.  All compensation payable to Employeehereunder is stated in gross amount and shall be subject to all applicablewithholding taxes, other normal payroll and any other amounts required by lawto be withheld.

5.     Confidential Information.   Employeerecognizes that Employee’s position with the Company requires considerable responsibilityand trust, and, acknowledges that he will be involved with thedevelopment and implementation, and will have total access to, informationrelating to marketing strategies, customer lists, customer preferences, andother trade secrets and other confidential and proprietary information of theCompany and its subsidiaries, including without limitation marketing,information systems and records, business plans and strategies, and customerdata and information, and that all such information and the information,observations and data relating to the Company and its subsidiaries whichEmployee shall obtain during the course of Employee’s employment with theCompany and its subsidiaries and its performance under this Agreement (whetheror not such information is or was developed by Employee) (collectively, “ConfidentialInformation”) are the property of the Company and its subsidiaries; and (ii)the Company has a legitimate business interest in protecting the foregoing,which constitute trade secrets, valuable confidential business information evenif not qualifying as a trade secret, substantial relationships with prospectiveand existing customers, sources of business and relationships and customergoodwill associated with their ongoing business.

For purposes of thisSection 5, the term “Confidential Information” does not include information which: (i) was known to Employee prior tohis employment with the Company and was not acquired from the Company on aconfidential basis; (ii) is or becomes publicly available 

 

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other than through a breach of this Agreement; or(iii) is at any time provided to Employee by a third party who did not acquirethe information from the Company on a confidential basis.

(a)           Therefore, Employee agrees thatduring Employee’s employment with the Company and following the cessation forany reason whatsoever of Employee’s employment:

(i)                                     Employee shall not use for Employee’s ownpurposes or disclose to any third party any Confidential Information withoutthe prior written consent of the Company’s CEO or his designee, unless and tothe extent that the aforementioned matters become generally known to andavailable for use by the public other than as a result of Employee’s or Companymanagement’s acts or omissions.  Employeefurther agrees to take all appropriate steps to protect such ConfidentialInformation against disclosure, misuse, espionage, loss and theft.

(ii)                                  In the event Employee is required by lawto disclose any such Confidential Information, Employee shall promptly notifythe Company’s CEO or his designee in writing, which notification shall includethe nature of the legal requirement and the extent of the required disclosure,and shall cooperate with the Company, at the Company’s reasonable expense, topreserve the confidentiality of such information consistent with applicablelaw.

(iii)                               Upon cessation of Employee’s employmentfor any reason whatsoever, or at any other time the Company may request,Employee shall deliver to the Company all memoranda, notes, plans, records,reports, computer tapes, printouts and software and other documentation (andcopies thereof) relating to the business of the Company and its subsidiarieswhich Employee may then possess or have under Employee’s control.

(iv)                              Employee acknowledges that allinventions, innovations, improvements, developments, methods, designs,analyses, drawings, reports and all similar or related information (whetherpatentable or not) which relate to the Company and its subsidiaries or theactual or anticipated business, research and development or existing or futureproducts or services of the Company and its subsidiaries and which areconceived, developed or made by Employee during Employee’s employment and atthe direction of the Company (the “Work Product”) belong to the Company.  Employee shall promptly disclose such WorkProduct to the CEO or his designee and perform all actions reasonably requestedby the CEO or his designee (whether during or after the Employment Period) toestablish and confirm such ownership (including, without limitation,assignments, powers of attorney and other instruments).

(v)                                 If Employee develops any Work Productthat is protected by copyright, Employee hereby waives unconditionally any “moralrights” Employee may have in such Work Product.

(b)           By reason of the foregoing, Employeeagrees that in the event of an alleged or threatened breach by Employee of anyof the provisions of this Paragraph 5, the Company or its successors or assignsmay, in addition to all other rights and remedies existing in its favor, apply 

 

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to any court of competentjurisdiction for specific performance and/or injunctive or other relief inorder to enforce or prevent any violations of the provisions hereof.

(c)           Employee agrees that the covenantsmade in this Paragraph 5 shall be construed as an agreement independent of anyother provision of this Agreement and shall survive any order of a court ofcompetent jurisdiction terminating any other provision of this Agreement.

6.     Non-Competition. Employee acknowledges that Employee is familiar with the trade secretsand other Confidential Information of the Company and its subsidiaries.  Employee further acknowledges that Employee’sservices have been of special, unique and extraordinary value to the Companyand its subsidiaries, that Employee has been substantially responsible for thegrowth and development of the Company and its subsidiaries and the creation andpreservation of the Company and its subsidiaries’ goodwill.  Employee acknowledges and agrees that theCompany would be irreparably damaged if Employee were to provide services toany person or entity competing with the Company in violation of this Paragraph6 and that such competition by Employee, person or entity would result in asignificant loss of goodwill by the Company. Employee further acknowledges and agrees that the covenants andagreements set forth in this Paragraph 6 were a material inducement to theCompany to enter into this Agreement and to perform its obligations hereunder,and that the Company would not obtain the benefit of the bargain set forth inthis Agreement as specifically negotiated by the Parties if Employee breachedthe provisions of this Paragraph 6. Therefore, in further consideration for the payment of the compensationto be paid to Employee hereunder, and in order to protect the value of theCompany’s and its subsidiaries’ businesses (including the goodwill inherenttherein as of the date hereof), Employee agrees that:

(a)           Subject to Paragraph 6(c) below,during Employee’s employment with the Company and for a twelve (12) monthperiod following the cessation for any reason whatsoever of Employee’semployment (the “Non-Competition Period”), Employee shall not have anyaffiliation (as defined below) with any corporation, partnership or otherbusiness entity, enterprise or other person or entity (other than the Companyand its subsidiaries) having any location within the United States and Canada thatengages in the business (the “Business”) of manufacturing, distributing,marketing and/or selling lawn and garden controls, insecticides, pesticides,insect repellent, fertilizer, plant food, cat litter, soils, seed for consumer,home or professional use, or raw materials for fertilizer products sold to orinto the consumer market (the “Products”), or any other business in which theCompany is engaged or has active plans in which to engage as of the date of theEmployee’s termination of employment; providedthat nothingcontained herein shall be construed to prohibit the Employee from purchasing upto an aggregate of 5% of any class of the outstanding voting securities of anyother entity whose securities are listed on a United States national securities exchange or traded in the NASDAQnational market system.  Forpurposes of this Paragraph 6(a), the term “affiliation” shall mean any director indirect interest in such entity, enterprise or other person or entity,whether as an officer, director, employee, investor, partner, shareholder, soleproprietor, trustee, consultant, agent, representative, broker, finder,promoter, affiliate or otherwise.

(b)           Subject to Paragraph 6(c) below,during the Non-Competition Period, Employee shall not,

 

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(i)                                     contact, approach or solicit for thepurpose of offering employment to or hiring (whether as an employee,consultant, agent, independent contractor or otherwise) any person employed bythe Company or any subsidiary of the Company at any time during theNon-Competition Period, without the prior written consent of the Company;

(ii)                                  call-on or solicit any customer of theCompany or any of its subsidiaries with respect to the manufacturing,distributing, marketing and/or selling the Products for consumer use;

(iii)                               solicit or attempt to induce any customeror other business relation of the Company or any of its subsidiaries into anybusiness relationship which would be likely to materially harm the Company orany of its subsidiaries, or,

(iv)                              induce or attempt to induce any customer,supplier, licensee or other business relation of the Company or any of itssubsidiaries to cease doing business or materially diminish their relationshipwith any such person or entity or in any way intentionally interfere with therelationship between any such customer, supplier, licensee or business relationand the Company or any its subsidiaries.

(c)           Employee’s employment with the Company has special, unique and extraordinary valueto the Company and the Company would be irreparably damaged if Employee were toprovide services to any person or entity in violation of the provisions of thisAgreement.  In the event of analleged or threatened breach by the Employee of any of the provisions of thisParagraph 6, the Company or its successors or assigns may, in addition to allother rights and remedies existing in its favor, apply to any court ofcompetent jurisdiction for specific performance and/or injunctive or otherrelief in order to enforce or prevent any violations of the provisions hereof(including the extension of the Non-Competition Period by a period equal to thelength of the violation of this Paragraph 6). In the event of an alleged breach or violation by Employee of any of theprovisions of this Paragraph 6, the Non-Competition Period described aboveshall be extended beyond the period otherwise stated herein until such allegedbreach or violation has been duly cured. Employee agrees that the restrictions set forth in this Paragraph 6,including any such extension period, are reasonable.

(d)           Employee acknowledges and agrees thatthe Company is engaged in the Business throughout the United States and Canada,and that the covenants contained in this Agreement are necessary to the protectionof the Company’s legitimate interests in its trade secrets, customer base, andgood will. Employee further acknowledges and agrees that the non-competitioncovenants contained in this Agreement will not prevent Employee from gainfulemployment and earning a livelihood in other, non-competing activities andindustries. If, at the time of enforcement of any of the provisions of thisParagraph 6, a court holds that the restrictions stated therein areunreasonable under the circumstances then existing, the Parties hereto agreethat the maximum period, scope or geographical area reasonable under suchcircumstances shall be automatically substituted for the stated period, scopeor area.

(e)           Employee agrees that the covenantsmade in Paragraph 6(a) and (b) shall be construed as an agreement independentof any other provision of this Agreement and shall 

 

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survive any order of acourt of competent jurisdiction terminating any other provision of thisAgreement.

(f)            During Employee’s employment withthe Company and following the cessation for any reason whatsoever of Employee’semployment, Employee, on behalf of himself, herself and Employee’s agents,covenants and agrees to refrain from making any disparaging or knowingly falseremarks to third parties concerning the Employer, broadly distributing e-mailsto or otherwise communicating with employees of the Company with respect to theCompany’s business or publishing any materials regarding the Company or theCompany’s business or related to the Company’s present or past relationship orassociation with Employee without the prior consent of the CEO of the Company.During Employee’s employment with the Company and following the cessation forany reason whatsoever of Employee’s employment, Employer, on behalf of itselfand Employer’s agents, covenants and agrees to refrain from making anydisparaging or knowingly false remarks to third parties concerning Employee.

7.     Other Remedies. The existence of any claim or cause of action by Employee against theCompany or any of its subsidiaries, whether based on this Agreement orotherwise, will not constitute a defense to any application or motion forspecific performance and/or injunctive or other relief brought against Employeeby the Company or its successors or assigns in relation to the covenants andrestrictions set out in Paragraphs 5 and 6 of this Agreement.  Notwithstanding any other provision of thisAgreement, in the event of a material breach by the Employee of any provisionof this Agreement which is not cured by Employee within 30 days after notice tohim of such breach, in addition to any and all other rights and remediesavailable to the Company, the Companyshall be entitled, withoutfurther notice to Employee, to cease making any further payments to Employeethat would otherwise be owing under any other provision of this Agreement.

8.     Termination of Employment.

(a)           By Employee.

(i)                                     Employee may at any time terminateEmployee’s employment hereunder for voluntary reasons or may at any timeterminate this Agreement for “Good Reason” as defined herein by giving theCompany sixty (60) days prior written notice of Employee’s intended voluntaryresignation date (“Resignation Date”) or the effective date of the termination ofthis Agreement his Good Reason  (“GoodReason Termination Date”).  If employeeintends to terminate this Agreement for Good Reason, the reasons shall bestated in his written notice of resignation

(ii)                                  The Company reserves the right to waiveany voluntary resignation notice period or Good Reason Termination Date inexcess of thirty (30) days, in which case the Resignation Date or Good ReasonTermination Date will be the date that the reduced resignation notice or GoodReason termination period expires.  TheCompany also reserves the right to require Employee to immediately return allcompany property at any point during the resignation notice period, and torequire Employee to refrain from attending at the workplace during theremainder of the resignation notice period. At the Resignation Date, theCompany shall have no 

 

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                                                further obligation to Employee andEmployee shall have no further rights or obligations hereunder, except forEmployee’s obligations under Paragraphs 5 and 6 which shall survive suchtermination of employment pursuant to Paragraph 16, and except for the Company’sobligations under Paragraphs 2 and 4 hereof for unpaid salary, bonus payments,and such benefits or unreimbursed expenses that have accrued but have not beenpaid as of the Resignation Date andexcept for the Company’s obligations under Paragraphs 8(e) or 8(f) in the caseof a termination for Good Reason.

(iii)                               For purposes ofthis Agreement, “Good Reason” shall mean the occurrence of any of the followingevents:  (A) a substantial diminution or other substantiveadverse change, not consented to by Employee in writing, in the nature or scopeof Employee’s responsibilities, authorities, powers, functions or duties; (B)any removal, during the Employment Term, from Employee of his title ofPresident of the United States Home andGarden Division of the Company (or equivalent title); (C) any reduction, not consented to byEmployee, in Employee’s Base Salary then in effect, or any reduction ofEmployee’s Aggregate Annual Target Cash Compensation, which is defined to mean,for purposes of this Section 8(a)(iii), the sum of Employee’s Base Salary thenin effect and Target Bonus then in effect; (D) a breach by the Companyof any of its other material obligations under this Agreement and the failureof the Company to cure such breach within thirty (30) days after written noticethereof by Employee; (E) therelocation, not consented to by Employee, of the Company’s office at whichEmployee is principally employed to a location more than fifty (50) miles fromsuch office, or the requirement by the Company that Employee be based at anoffice other than the Company’s office at such location on an extended basis,except for required travel on Company business to an extent substantiallyconsistent with Employee’s business travel obligations; (F) the failureof the Company to obtain the agreement from any successor to the Company toexpressly assume and agree in writing to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place, as required by Paragraph 10; and (G) thefailure of the Company to grant Employee the options as set forth in Section4(c) of this Agreement on or before December 30, 2004.

(b)           On Account of Death or Disability.  Upon termination of the Employee’s employmenton account of the Employee’s death or disability, the Company shall have nofurther obligation to Employee and Employee shall have no further rights orobligations hereunder, except for the Company’s obligations under Paragraphs 2and 4 hereof for unpaid salary, bonus payments, and such benefits orunreimbursed expenses that have accrued but have not been paid as of theeffective date of termination, and (in the case of termination on account ofdisability) except for Employee’s obligations under Paragraphs 5 and 6 whichshall survive such termination of employment pursuant to Paragraph 16.  For purposes of this Paragraph 8(b), “disability”means physical or mental incapacity or disability which prevents the Employeefrom performing the essential duties of the Employee’s position, with noreasonable prospect of timely recovery, as determined by the Company in theexercise of its reasonable discretion on the basis of medical evidencesatisfactory to the Company.

 

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(c)           By the Company for Cause.  The Company shall have the right at any timeto terminate Employee’s employment immediately for Cause (as hereinafterdefined).  In the event Employee’semployment hereunder is terminated for Cause, the Company shall have no furtherobligation to Employee hereunder, except for the Company’s obligations underParagraphs 2 and 4 hereof for unpaid salary, bonus payments, and such benefitsor unreimbursed expenses that have accrued but have not been paid as of theeffective date of termination.   Forpurposes of this Agreement, the term “Cause” shall include, but is notlimited to, any of the following reasons:

(i)                                     If Employee shall breach or violate anyof the provisions of Paragraphs 5 or 6 of this Agreement;

(ii)                                  If Employee shall fail to comply with anyother material term or condition of this Agreement or shall engage in anymisconduct or failure to perform or act which materially and adversely affectsthe business or affairs of the Company or any of its subsidiaries or divisions,and has failed to reasonably remedy same within twenty (20) days of the writtennotice by the Company to Employee of same;

(iii)                               If Employee shall commit (A) anindictable criminal offence (whether or not a conviction is registered andwhether or not the offence is against the Company, but excluding minor trafficoffenses) which, in the exercise of the Company’s reasonable judgment,negatively affects Executive’s ability to perform his job duties andresponsibilities, or (B) an act of dishonesty, willful mismanagement, fraud orembezzlement against the Company or any of its subsidiaries or divisions;

(iv)                              If Employee shall have failed or refusedto carry out the reasonable and lawful instructions of the CEO or his Designee(other than as a result of illness or disability) concerning duties or actionsconsistent with Employee’s position and has failed to reasonably remedy same withintwenty  (20) days of the written noticeby the Company to Employee of same.

In the eventEmployee’s employment hereunder is terminated for Cause, Employee’s obligationsunder Paragraphs 5 and 6 hereof shall survive such termination of employmentpursuant to Paragraph 16.

 

(d)           By the Company Without Cause.  The Company shall have the right at any timeto terminate Employee’s employment without Cause during the term hereof byproviding Employee with sixty (60) days written notice of the Company’s intentto terminate this Agreement.  Employee’sobligations under Paragraph 5 and 6 shall survive the termination of thisAgreement in accordance with Paragraph 16.

(e)           Payments Upon Certain Terminations.  In the event Employee’s employment hereunderis terminated without Cause or by theEmployee for Good Reason, the Company shall have no further obligationto make any payments to Employee hereunder except for unpaid salary, bonus orunreimbursed expenses that have accrued but have not been paid as of the date oftermination, plus, as and for severance benefits (the “Severance Benefits”):

 

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(i)                                     the Company shall continue to pay toEmployee, on a monthly basis, the Base Salary as set forth inParagraph 2(a) hereof in effect at the time of termination lesswithholding as required by law, for twelve (12) months following the date oftermination;

(ii)                                  the Employee shall receive a pro rataportion of the incentive bonus in respect of that year that the Employee wouldhave received had his employment not terminated based upon the EBITDA of theCompany and/or the Home and Garden Division of the Company, as may beapplicable to Employee’s incentive bonus, at the time of Employee’s terminationof employment without Cause or Employee’s termination of this Agreement withGood Reason, as the case may be**. **Payment of any sum owed toEmployee hereunder shall be paid on or before the 30th day followingsuch termination of employment.   As usedherein, “EBITDA” is defined to mean net income from continuingoperations before interest expense, income taxes, depreciation andamortization, excluding any non-recurring or extraordinary items, as determinedin accordance with generally accepted accounting principles (“GAAP”),consistently applied, as reasonably determined by the Company.

(iii)                               the Company shall continue to provide toEmployee group health plan benefits to the extent authorized by and consistentwith 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of theregular premium for such benefits shared in the same relative proportion by theCompany and Employee as in effect on the date of termination for the sameperiod as any payments made pursuant to clause (i) above;

provided that (x) prior to the Company’s commencing suchSeverance Benefits, Employee and the Company shall sign a mutual generalrelease reasonably acceptable to the Company, and (y) the Employee is not inbreach of the provisions of Paragraphs 5 and 6 hereof.  Notwithstanding the foregoing, nothing inthis Paragraph 8(e) shall be construed to affect Employee’s right to receiveCOBRA continuation entirely at Employee’s own cost to the extent that Employeemay continue to be entitled to COBRA continuation after Employee’s right tocost sharing under Paragraph 8(e)(ii) ceases. Notwithstanding anything else herein to the contrary, the Company’sobligations pursuant to this Paragraph 8 shall terminate immediately ifEmployee engages in conduct which is in violation of Paragraph 5 or 6 hereof.

(f)            Payments Upon a “Sale” of theCompany.       During the term of theAgreement, if a “Sale” of the Company shall occur, as the term Sale is definedbelow, and if Employee’s employment with the Company is (x) terminated by theCompany for any reason other than for Cause or (y) terminated by the Employeefor Good Reason during the twelve (12) month period following such Sale, thenin lieu of the severance provisions set forth in the Agreement, the Companyshall have no further obligation to make any payments to Employee hereunderexcept for unpaid salary, bonus or unreimbursed expenses that have accrued buthave not been paid as of the date of termination, plus, as and for severancebenefits (the “Severance Benefits”):

(i)                                   the Employee shall receive a pro rataportion of the incentive bonus in respect of that year that the Employee wouldhave received had his employment not 

 

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                                                terminated based upon the EBITDA of theCompany and/or the Home and Garden Division of the Company, as may beapplicable to Employee’s incentive bonus, at the time of Employee’s terminationof employment without Cause or Employee’s termination of this Agreement withGood Reason, as the case may be. Payment of any sum owed to Employee hereundershall be paid on or before the 30th day following such terminationof employment. As used herein, “EBITDA” is defined to mean net incomefrom continuing operations before interest expense, income taxes, depreciationand amortization, excluding any non-recurring or extraordinary items, asdetermined in accordance with generally accepted accounting principles (“GAAP”),consistently applied, as reasonably determined by the Company;

 

(ii)                                  the Company shall continue to pay toEmployee, on a monthly basis, the Base Salary as set forth inParagraph 2(a) hereof in effect at the time of termination lesswithholding as required by law, for twenty-four (24) months following the dateof termination;

 

(iii)                               the Company shall provide to Employee group healthplan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161et seq. (commonly known as “COBRA”), with the cost of the regular premium forsuch benefits shared in the same relative proportion by the Company andEmployee as in effect on the date of termination for eighteen (18) monthsfollowing such date of termination, and provided further, that if the Employee’scoverage remains in effect at the end of such 18-month period, Employee shallfurther continue to receive group health benefits for an additional six (6)months thereafter, for a maximum of 24 months, with the cost of the regularpremium for such benefits shared in the same relative proportion by the Companyand Employee as in effect on the date of termination; and

 

provided that (x) prior to the Company’scommencing such Severance Benefits, Employee and the Company shall sign amutual general release reasonably acceptable to the Company, and (y) theEmployee is not in breach of the provisions of Paragraphs 5 and 6 hereof, and furtherprovided that, any provision of Employee’s current Noncompetition andNonsolicitation covenants in Section 6 to the contrary notwithstanding,Employee agrees that he shall continuously abide by such covenants fortwenty-four (24) months from the date his employment terminates by reason ofsuch Sale.

 

For purposes hereof, theterm “Sale” shall mean:

 

(i)                                     the acquisition by any individual, entityor group (within the meaning of Section 13(d)(3) or 14(d)(2) of the ExchangeAct) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of voting securities of (a) the Company or(b) the surviving entity in any reorganization, merger or consolidation (eachan “Acquisition”) involving the Company (any such entity referred to herein asthe “Corporation”) where such Acquisition causes such Person to own 

 

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                                                more than fifty percent (50%) of thecombined voting power of the then outstanding voting securities of theCorporation entitled to vote generally in the election of directors, other thanacquisitions by the Thomas H. Lee Company or its affiliates;

 

(ii)                                  approval by the shareholders of theCompany of a complete liquidation or dissolution of the Company;

 

(iii)                               the acquisition by a third party notaffiliated with the Company of all or substantially all of the Company’sassets; or

 

(iv)                              individuals who constitute the Board onthe date of the Company’s initial public sale of equity securities registeredunder the Securities Act (the “Incumbent Board”) cease for any reason toconstitute at least a majority of the Board thereafter.  Any person becoming a director subsequent tosuch date whose, election, or nomination for election, is, at any time,approved by a vote of at least a majority of the directors comprising theIncumbent Board shall be considered a member of the Incumbent Board.

 

(g)           Resignation from Office.  In the event the Employee’s employmentterminates for any reason, then Employee shall forthwith resign in writing fromany office or directorship held with the Company or with any of itssubsidiaries.

(h)           Public Statement of Termination.  In the event the Employee’s employmentterminates for any reason, the Company and Employee shall agree upon a publicstatement pertaining to the Employee’s termination of employment, and the termsof said statement shall not be subject to subsequent modification by eitherparty unless required by law; provided, however, that in the event the Companyand the Employee are unable in good faith to agree on such a statement, theCompany may make public statements as are necessary to comply with the law.

9.     Relocation Expenses. Reimbursement of certain out-of-pocket expenses Employee may incur inrelocating to St. Louis will be provided by the Company in accordance with the “Executive-Homeowner”portion of the Company’s Relocation Policy attached hereto as Exhibit A,provided that Employee executes theRelocation Expense Reimbursement Agreement attached thereto.

10.   Successors and Assigns.  This Agreement shall be binding upon andinure to the benefit of the Company and its affiliates, successors and assignsand shall be binding upon and inure to the benefit of Employee and Employee’slegal representatives and assigns; provided that in no event shall Employee’sobligations to perform future services for the Company be delegated ortransferred by Employee without the prior written consent of the Company (whichconsent may be withheld in its sole discretion).  The Company shall assign or transfer itsrights hereunder to any of its affiliates or to a successor corporation in theevent of merger, reorganization, consolidation or transfer or sale of all orsubstantially all of the assets of the Company; provided, however, no suchassignment or transfer shall relieve the Company of its obligations hereunder.

 

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11.   Modification of Waiver.  No amendment,modification or waiver of this Agreement shall be binding or effective for anypurpose unless it is made in a writing signed by the Party (with the approvalof the CEO or his designee in the case of the Company) against who enforcementof such amendment, modification or waiver is sought.  No course of dealing between the Parties tothis Agreement shall be deemed to affect or to modify, amend or discharge anyprovision or term of this Agreement.  Nodelay on the part of the Company or Employee in the exercise of any of theirrespective rights or remedies shall operate as a waiver thereof, and no singleor partial exercise by the Company or Employee of any such right or remedyshall preclude other or further exercises thereof.  A waiver of right or remedy on anyoneoccasion shall not be construed as a bar to or waiver of any such right orremedy on any other occasion.

12.   Governing Law.  All issues and questions concerning theconstruction, validity, enforcement and interpretation of this Agreement andthe exhibits and schedules hereto shall be governed by, and construed inaccordance with, the laws of the State of Missouri, without giving effect toany choice of law or conflict of law rules or provisions (whether of the Stateof Missouri or any other jurisdiction) that would cause the application of thelaws of any jurisdiction other than the State of Missouri. The Parties agreethat any legal proceeding arising out of or relating to this Agreement will beinstituted in the Circuit Court of St. Louis County, Missouri, or the UnitedStates District Court for the Eastern District of Missouri, and no other, andeach of the Parties further consents to the personal and exclusive jurisdictionof either such court, and hereby waives any objection to the laying of venue ofany such proceeding and any claim or defense of inconvenient forum.

13.   Severability.  Whenever possible each provision and term ofthis Agreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision or term of this Agreement shall beheld to be prohibited by or invalid under such applicable law, then such provisionor term shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating or affecting in any manner whatsoever theremainder of such provision or term or the remaining provisions or terms ofthis Agreement; provided that if a court having competent jurisdiction shallfind that the covenant contained in Paragraph 6(a) or (b) hereof is notreasonable, such court shall have the power to reduce the duration and/orgeographic area and/or scope of such covenant, and the covenant shall beenforceable in this reduced form.

14.   No Strict Construction.  The language used in this Agreement shall bedeemed to be the language chosen by the Parties hereto to express their mutualintent, and no rule of strict construction shall be applied against any Party.

15.   Representations.

(a)           Employee represents and warrants tothe Company that (i) Employee’s execution, delivery and performance of Employee’sobligations this Agreement does not and shall not conflict with, or result inthe breach of or violation of, any other agreement, instrument, order, judgmentor decree to which Employee is a party or by which Employee is bound, (ii)Employee is not a party to or bound by any employment agreement, noncompeteagreement or confidentiality agreement with any other person or entity, exceptfor confidentiality agreements 

 

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with the Dial Corporationand the Procter & Gamble Company, and (iii) upon the execution and deliveryof this Agreement by the Company, this Agreement shall be Employee’s valid andbinding obligation, enforceable in accordance with its terms.  Employee hereby acknowledges and representsthat Employee has consulted with independent legal counsel regarding Employee’srights and obligations under this Agreement and that he fully understands theterms and conditions contained herein.

(b)           The Company represents and warrantsto Employee that (i) the Company’s execution, delivery and performance ofCompany’s obligations under this Agreement does not and shall not conflictwith, or result in the breach of or violation of, any other agreement,instrument, order, judgment or decree to which the Company is a party or bywhich the Company is bound, and (ii) upon the execution and delivery of thisAgreement, this Agreement shall be the Company’s valid and binding obligation,enforceable in accordance with its terms.

16.   Survival.  The provisions of Paragraphs 2(b)(iii), 5, 6,8(e), (f), (g) and (h), 10,12 and 16 through 20 of this Agreement shall surviveshall survive the cessation of Employee’s employment with the Company under anycircumstances whatever, however and whenever occurring or effected, and shallbe enforceable by the Company or Employee, as applicable, in a court ofcompetent jurisdiction.

17.   Notice.  Any notice required or permitted hereundershall be given in writing and shall be deemed effectively given upon personaldelivery or upon deposit in the United States Post Office mail, postageprepaid, certified mail, return receipt requested, addressed to the other Partyhereto at Employee’s or its address shown below:

If to the Company:

 

United IndustriesCorporation

2150 Schuetz Road

St. Louis, MO63146

ATTN:  General Counsel

 

If to Employee:

 

Stephen L. Tooker

334 Scenic CoveLane

St. Charles, MO63303

 

or at such other addressas such Party may designate by ten days advance written notice to the otherparty.

 

18.   Captions.  The captions used in this Agreement are forconvenience of reference only and do not constitute a part of this Agreementand shall not be deemed to limit, characterize or in any way affect anyprovision of this Agreement, and all provisions of this Agreement shall beenforced and construed as if no caption had been used in this Agreement.

 

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19.           Entire Agreement:  This Agreement constitutes the entireagreement between the Parties and set out all the covenants, promises,warranties, representations, conditions, understandings and agreements betweenthe Parties pertaining to the subject matter of this Agreement and supersedesall prior employment agreements, understandings, negotiations and discussions,whether oral or written. There are no covenants, promises, warranties,representations, conditions, understandings or other agreements, oral orwritten, express, implied or collateral between the Parties in connection withthe subject matter of this Agreement except as specifically set forth in thisAgreement.

20.           Counterparts.  This Agreement may be executed in counterparts,any one of which need not contain the signatures of more than one party, butall such counterparts taken together shall constitute one and the sameinstrument.

 

***Remainderof page intentionally left blank***

 

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IN WITNESSWHEREOF, the undersigned have executed this Agreement as of the date firstabove written.

 
|       | **UNITED INDUSTRIES CORPORATION** |
|------------|-----------------------------------|
|       |                              |   |
|       |                              |   |
|       | By:                               |   |
|       |                              |   |
|       | Its:                              |   |
|       |                              |   |
|       |                              |
| ** ** | **STEPHEN L. TOOKER**             |

 

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**Relocation Program - Executive - Homeowner**

 

**ADMINISTRATION**

 

**Purpose**

This policy is designedto assist transferring employees and approved new hires with their SpectrumBrands’ requested relocation. Assistance provided is in the form of servicesand financial support. The intent of this assistance is to support theemployee, new hire and family during the move process and reduce the costimpact of the relocation. It is not the intent of Spectrum Brands to assist inupgrading housing or lifestyle. All assistance is provided at the discretion ofSpectrum Brands’ Human Resources department and is subject to change at anytime.

 

**Executive Relocation Program**

This policy guidelineapplies to executive level employee homeowners (origin location) who arerelocated from and to locations within the United States.

 

**General**

Appropriate approval ofthe relocation by the employee’s management must be received prior to anyactions or expenditures taking place related to the relocation.

 

Employees are responsiblefor keeping accurate expense records, completing relocation expense reports andproviding clear, readable receipts. The Director of Human Resources isresponsible for interpretation of this policy and must approve any exceptions.

 

**Eligibility**

Eligibility forrelocation assistance is based on the following requirements:

 

•                  The change in commuting distancebetween the origin work location and the destination work location is 50 milesor more based on the shortest common route. The employee must meet the IRS 50 mile test.

•                  The relocation and all assistanceoccurs within 12 months from the transfer or hire date.

 

**Policy Coverage**

Current Executive levelemployees and approved new hires who are homeowners. Homeowner refers toemployees who own a home at the origin location. Loss on Sale, expensereimbursement and other assistance is provided for the primary residence only.The home must be a single (fee simple or condominium) with normal acreage for ahousehold and cannot have any commercial value or activities.

 

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**POLICYPROVISIONS**

 

 

**Introduction**

You’re about to make amajor change. Relocating to a new area can be very exciting. There are many newopportunities and experiences ahead, and a new assignment awaits you. It isalso common to feel apprehensive and perhaps sad about leaving family andfriends behind. Moving and changing jobs surface many emotions and is typicallya stressful time for the whole family.

 

Spectrum Brands offers acomplete relocation program including professional assistance and financialsupport. Our objective is to reduce the burden to you and your family. You arestrongly encouraged to use this assistance regardless of how many times youhave moved. The world is constantly changing, including real estate markets,the national and local economies, laws, practices, trends and tastes. Keepingup with all of the things that impact relocation is impossible. Use thisassistance to make educated decisions about your home and your futurelifestyle.

 

Executive Relocation hasbeen engaged by Spectrum Brands to administer this policy, related expensereimbursements and provide various services related to your relocation. Theyare experts in corporate relocation and will act as your advocate with thevarious real estate, household goods movers and other service providers. TheExecutive Relocation Client Service Manager (CSM) will serve as your singlepoint of coordination for all services.

 

You are encouraged toread this document carefully and thoroughly. It provides information aboutreimbursements, services and procedures, as well as some insight aboutrelocating. This policy governs all relocation. It is incumbent upon you tofollow the policy.

 

**Homefinding Trip**

In order for you and yourspouse to choose a community and a home, you may make two trips to visit thenew location for a maximum of four days each. The employee and spouse oranother adult household member who will relocate to the destination locationmay take the trip. You will be reimbursed for coach airfare, hotel, phone,rental car and meals. Should you use your personal automobile for the tripmileage (at rate in Spectrum Brands’ travel policy) or rental car costs andexpenses as per Spectrum Brands’ standard travel policies will be reimbursed.Child or elder care costs will be reimbursed up to a maximum of $50 per day.Expense reports should be submitted to the Executive Relocation CSM forreimbursement.

 

**Homefinding Assistance**

If you are consideringthe purchase of a home, the Executive Relocation CSM will provide homefindingassistance to help locate qualified real estate agent(s) offering the desiredtype of agency representation. The CSM will interview you and/or spouse priorto the homefinding trip to assure agent(s) are selected for the area(s) of interestand are prepared to guide you during the trip. This assistance helps assure thehomefinding trip is properly focused and successful

 

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**Rental Assistance**

If you choose to rent ahome or apartment (if you decide not to purchase or to delay your purchase)your CSM will provide assistance locating communities and rentals that meetyour needs. You will be guided in what information is needed for leaseapplications and in identifying and clearing any credit issues.

 

**Mortgage Assistance**

The CSM can help youidentify national mortgage lenders and assist you with understanding the myriadof options available. These lenders may also provide direct billing of yourapproved reimbursable closing costs to Executive Relocation. Your assigned realestate agent can also be very helpful.

 

**Temporary Living**

You may be required toreport to work at the new location prior to relocating your family and personalbelongings. Temporary living costs, in the destination location will bereimbursed for up to 60-days. Temporary living will be reimbursed for yourfamily not to exceed employee’s temporary living if necessary. The ExecutiveRelocation CSM can provide you with assistance in finding temporary housing atthe destination location.

 

**The Home Sale Program**

 

***HomeMarketing Management***

Employees oftenexperience the challenge of selling their home while starting a new job at thedestination location. As selling a home is something most people participate inonly a few times throughout a lifetime, doing it well is difficult under thebest circumstances. Since your home is typically your largest asset, SpectrumBrands provides a service to assist you in completing this processsatisfactorily. The goal of the Home Marketing program is to obtain the highestprice for the home in the time frame associated with a relocation. The servicesinclude: identifying and choosing the most experienced real estate agent forrelocation situations in your area; completing two professional and accuratemarket analysis’ on your home; developing an aggressive marketing strategy;advice on offers from potential buyers; and managing the agent throughout theentire process. The Executive Relocation CSM will provide this service and actas your advocate.

 

***BuyerValue Option***

The following describesin detail the Buyer Value Option Program. The program benefits you in manyways, which are listed below. In order to use this program you must follow theprocess and meet the requirements described. If your home does not qualify forthe program you may receive direct reimbursements for the cost of the sale andreceive tax assistance as described below. If you qualify for the program, butdo not wish to use the program or comply with the requirements, you may be reimbursedfor the direct expenses of your home sale without tax assistance.

 

***Benefitsof Program***

•                  The cost of your home sale that ispaid by Spectrum Brands is excluded from your income

•                  Your sale will be guaranteed uponsatisfactory completion of the process

•                  You will not have to attend theclosing of your home sale

 

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*Definition of Home*

Your home qualifies forthis program if it meets all of the following: within the 50 United States ofAmerica; a single or two-family residence or condominium; it is your primaryresidence; is owned by you, the employee, or your spouse, significant other orother family member residing with you and moving to the new location orcombination thereof; is used entirely for residential purposes; the propertysize and layout is typical for residential living; has a clear and transferabletitle; and is deemed salable by Executive Relocation Group Associates, Inc. inits ordinary course of doing business.

 

Upon receipt of an offerfor your home, contact the Executive Relocation CSM immediately*. Do not sign any documents.* Executive Relocation will,after determining that the offer is bona fide and the buyer is qualified, andwith the approval of Spectrum Brands, make an offer to you in an amount equalto the third party offer adjusted for any seller concessions. ExecutiveRelocation will acquire the home and take over the resale to the third party.

 

**Home Purchase Closing Costs**

You will be reimbursedfor the following home purchase closing costs as provided as long as youpurchased within one year of your transfer or hire date (previous homeownersonly):
| • | Appraisal fee if  required                       | • | Loan assumption fee up  to one percent of mortgage or Loan origination fee & loan discount fee up  to one percent of the mortgage amount |
|--------|--------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
| • | Credit report                                    |
| • | Closing, escrow or  attorney fees where required | • | Lender inspection fee                                                                                                                        |
| • | Notary                                           | • | Termite inspection if  needed but not repairs                                                                                                |
| • | Title search                                     | • | Roof, structural,  plumbing, electrical, soil, radon, septic, wataer inspections if needed, but  not repairs, costs not to exceed $400       |
| • | Transfer fees                                    |
| • | Recording fees                                   |   |                                                                                                                                         |
| • | VA funding fee                                   |
| • | Survey if required of  buyer                     |   |                                                                                                                                         |
| • | Title insurance                                  |
| • | EPA lien endorsement if  required                |

 

 

The following homepurchase closing costs **WILL NOT** bereimbursed:
| • | Warranties or service  contracts from inspection firms or others                       |
|--------|----------------------------------------------------------------------------------------|
| • | Discount points, loan  assumption or origination fees in excess to those listed above  |
| • | Repairs or fix up of  the property                                                     |
| • | Pro-rations of  mortgage, taxes, insurance, association fees, assessments or utilities |
| • | Typical sellers closing  costs                                                         |

 

**Shipment Of Household Goods &Autos**

The Executive RelocationCSM will arrange for your personal belongings and household goods to be shippedto the destination location aboard a qualified household goods carrier.Spectrum Brands will be billed directly for these services. The van line willpack, load, unload and provide some unpacking of your goods. Storage-in-transitfor up to 60-days is available. The van line should be notified in advance ifstorage-in-transit is planned. One point of origin, delivery to a storagefacility, loading from that storage facility and one point of final destinationwill be 

 

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covered.  If you have items picked-up or delivered to asecond site, you must pay for this additional service. Simple disconnection andre-hookup for plumbing for washers and refrigerators will be covered. The vanline will arrange for this service.

 

Insurance (or valuation)will be provided at replacement cost for the item up to $75,000 for the entireshipment. Details to the definition of replacement cost is available from thevan line. Claims must be submitted within 90-days of the date of delivery.

 

Two registered,road-worthy vehicles can be shipped on a qualified car carrier arranged by thevan line, if move is over 250 miles. Besides autos, only non-motorized vehiclesthat can easily be shipped in the van will be covered. Recreational vehiclessuch as large or motorized boats, motorcycles, jet skis, snowmobiles, ATVs orsimilar vehicles and antique vehicles are not covered. You should considerdriving to the new location and moving this type of vehicle in a trailer.

 

Building materials,firewood and any hazardous materials cannot be included in the shipment.Plants, food and other perishables, expensive belongings (jewelry) or extensivehobby collections, and those items of sentimental value will not be loaded onthe van.

 

**Final Moving Trip**

Coach airfare or mileagefor two cars and meals will be reimbursed at a rate of $.31 per mile. Themileage for Trailer/Boat/Camper/U-Haul will be reimbursed at a rate of $.04 permile.  Travel by car must be by the mostdirect route. If you plan to take vacation time during the move trip, theadditional expense will be your responsibility. You are expected to travel atleast 350 miles per day. Spectrum Brands will also reimburse hotel costs fortwo nights in the destination location. Meals, parking, road tolls, laundry andother reasonable expenses are included.

 

##### **Relocation Allowance**

You will receive alump sum allowance equal to your gross monthly salary.  This allowance does not require expensereporting nor receipts. The purpose is to assist you with the cost of other itemsnot covered in this policy. Tax Assistance will not apply. Some expenses thisallowance is typically used for include:

 

•                  Carpet Cleaning

•                  Drivers License fee

•                  Car registration

•                  Utility hook-ups and deposits

 

**NOTE:** This allowance is not grossed-up and will be taxed.

 

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**Expense Management and TaxAssistance**

Certain reimbursements,paid to you or to a third party on your behalf and associated with yourrelocation are taxable as income to you as determined by the Internal RevenueService (IRS).  A listing of theseexpenses can be found in Publication 521 and can be found at the IRS web-site:

 

                                                www.irs.ustreas.gov

 

The company recognizesthe impact this may have on your personal finances and has calculated a sum toassist with the additional tax burden. This sum, or gross up, will be calculated based on Spectrum Brands’income, marital status and number of dependents you will be allowed when filingyour tax returns.  Income from sourcesother than the Company, such as spousal income, prior employer, investments andstock options, will not be included in this calculation.  A detailed package of this information willbe sent to you in January of each year following the year in which you receivedreimbursements, recapping this information to assist in filing your taxreturns.

 

This calculation will bereviewed from time to time and may change to reflect Federal and State tax lawchanges.  Consult your CSM for furtherinformation on this gross up benefit.

 

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Spectrum Brands

Employee RelocationPolicy

Executive

 

**Homefinding Trip**

•                   Employee and spouse, 4 days each - 2trips, Coach airfare, 8 nights   lodging, car rental (compact/mid-size)

•                  Meals and incidentals: SpectrumBrands Travel Policy

•                  Child care: $50/day

 

**Temporary Living**

•                  Employee & family - 60 days,lodging, meals, incidentals, car rental (see homefinding trip)

 

**Home Marketing**

•                  Consulting service to greatlyincrease chance of selling home

 

**Buyer Value Option (BVO)**

•                  After successful sell of the home,complete buyer value option procedures in order for selling dispositionexpenses to have tax favorable treatment

 

**Home Purchase Closing Costs**

•                  Normal closing costs, loanorigination fees and discount points totaling up to 1%, home inspections - $400

 

**Household Goods**

•                  Shipment - Pack, load, transport,unpack, replacement value insurance, appliance service

•                  Autos - 2cars, if move is over 250miles

•                  Storage - 60 days, 1 load and unloadinto storage

 

**Relocation Allowance**

•                  Equal to your gross monthly salary

 

**Final Moving Trip**

•                  Coach airfare, 2 days lodging

•                  Meals and incidentals: SpectrumBrands Travel Policy

•                  Drive 350miles/day, 1 car

 

**Tax Assistance**

•                    Taxprotect, temporary living, homefinding trip, and home purchase.

 

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***PLEASE COMPLETE AND RETURN JUSTTHIS PAGE:***

**FAX TO:****Matt Karr****314-253-5940**

 

**RELOCATIONEXPENSE REIMBURSEMENT AGREEMENT —**

**PROGRAM4: EXECUTIVE**

 

In consideration of myemployment, continued employment, compensation adjustment, and/or other goodand valuable consideration received from Spectrum Brands, or any division,subsidiary, or affiliate thereof (hereinafter collectively called “Employer”),                                                         (“Employee”) agrees that as of                                         , 20           (“Effective Date”):

 

1.               Employee is being relocated to [                                                                              location] as part of Employee’s duties.

 

2.               On and after the Effective Date Employer(i) has paid or will pay sums of money to third party providers in order torelocate Employee and/or (ii) has reimbursed or will reimburse Employee forexpenses incurred directly by Employee and/or (iii) paid a relocation allowanceto Employee, all in connection with Employee’s relocation.  All sums described in this paragraph arehereinafter referred to collectively as “Relocation Benefits.”

 

***3.***        Employee acknowledges having received, prior to the Effective Date, acopy of Employer’s Relocation Guidelines (“Program”), the provisions of whichare incorporated herein by this reference. The Program describes those items which are proper Relocation Benefitsthereunder, including by way of illustration but not necessarily limited tocertain expenses Employee may incur in the sale of Employee’s former primaryresidence and purchase of a new primary residence.

 

***4.***        The date on which Employee voluntarily terminates employment withEmployer, or the date on which Employee is terminated by Employer for Cause,shall be referred to in this Agreement as Employee’s “Termination Date”.Employee agrees to reimburse Employer for Relocation Benefits Employee hasreceived prior to Employee’s Termination Date. The extent of Employee’sreimbursement obligation is based on the length of service rendered by Employeeafter the Effective Date through the Termination Date, as follows:

**(i)****           ****Employee shall reimburse Employerfor one hundred percent (100%) of all Relocation Benefits received by Employeeif the period from the Effective Date to the Termination Date is 365 days orless;**

(ii)          Employee has no obligation to reimburseEmployer if Employee’s Termination Date is more than 366 days after theEffective Date.

If Employee’s employment is (x) terminated by the Employer for any reason otherthan for Cause (as defined in Employee’s Employment Agreement), or (y)terminated by the Employee for Good Reason(as defined in Employee’s EmploymentAgreement), the Employee has noobligation to reimburse Employer for Relocation Benefits received.

 

***5.***        Employeehereby agrees that Employer may offset from any sums owed Employee on or afterthe Termination Date such Relocation Benefits reimbursement amounts as Employeemay be obligated to pay to Employer under Section 4.  Should the funds offset be insufficient tosatisfy Employee’s obligation to reimburse Employer for Relocation Benefits tothe extent required by this Agreement, Employee shall remit to Employer theremaining sums owed therefor within thirty (30) days after the TerminationDate.

 

***6.***        ThisAgreement shall be governed by Missouri law.

 
| Employee Signature:                         |   |   | Title: | President, United  States Home and Garden Division |
|---------------------------------------------|--------|--------|--------|----------------------------------------------------|
|                                        |   |   |   |                                               |
| Employee Name  (Printed): Stephen L. Tooker |   | Date:  |   |

 

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