EMPLOYMENT
AGREEMENT

This EMPLOYMENT AGREEMENT (this
‘‘Employment Agreement’’) is
effective as of the 5th day of May, 2006 by and between Ames True
Temper, Inc., a Delaware corporation (the
‘‘Company’’), and David
M.  Nuti (the
‘‘Executive’’).


WHEREAS,
the Company and its subsidiaries are engaged in the business of (i)
manufacturing, marketing and distributing long-handled tools,
wheelbarrows, hose reels, striking tools, pruning implements, pots and
planters, snow tools, lawn carts, repair handles, garden hoses, and
decorative accessories for the lawn and garden, and (ii) conducting
such other activities as are undertaken from time to time by the
Company and each of its Affiliates, as defined in Section 9(f),
as a result of future acquisitions, or otherwise; and


WHEREAS, the Company desires to employ Executive, and
Executive desires to be employed by the Company, as the Chief Financial
Officer (‘‘CFO’’) of the Company, in
accordance with the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and promises in this Employment Agreement, the parties
agree as follows:

1.    Employment.    The
Company hereby agrees to employ Executive as CFO of the Company, and
Executive hereby agrees to accept such employment and agrees to act as
CFO of the Company, all in accordance with the terms and conditions of
this Employment Agreement. Executive hereby represents and warrants
that neither Executive’s entry into this Employment Agreement nor
Executive’s performance of Executive’s obligations
hereunder will conflict with or result in a breach of the terms,
conditions or provisions of any other agreement or obligation of any
nature to which Executive is a party or by which Executive is bound,
including, without limitation, any development agreement,
non-competition agreement or confidentiality agreement entered into by
Executive.

2.    Term of Employment and Automatic
Renewal.    The term of Executive’s employment under
this Employment Agreement will commence on the date of this Employment
Agreement and will continue until the third (3rd) anniversary of the
date of this Employment Agreement (the ‘‘Initial
Employment Period’’). THE INITIAL EMPLOYMENT
PERIOD AND ANY RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL
AUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS
CONTAINED HEREIN FOR CONSECUTIVE ONE-YEAR PERIODS (EACH, A
‘‘RENEWAL EMPLOYMENT PERIOD’’), UNLESS NOT
LATER THAN SIXTY (60) DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT
PERIOD OR ANY RENEWAL EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER
PARTY SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY OF ITS ELECTION TO
TERMINATE THIS EMPLOYMENT AGREEMENT. The Initial Employment Period
and the Renewal Employment Periods are hereinafter referred to as the
‘‘Employment Period.’’ For
purposes of this Employment Agreement, any notice of termination
electing not to renew this Employment Agreement pursuant to this
Section  2 shall be deemed: (i) a termination without Due
Cause pursuant to Section 9(d) if such notice is delivered by
the Company; or (ii) a voluntary resignation without Good Reason
pursuant to Section 9(e) if such notice is delivered by
Executive. Notwithstanding anything to the contrary contained herein,
the Employment Period is subject to termination pursuant to Section
9 below.

3.    Position and
Responsibilities.    Executive shall report to and be
subject to the direction of the Chief Executive Officer of the Company.
Executive shall perform and discharge such duties and responsibilities
for the Company as the Chief Executive Officer may from time to time
reasonably assign Executive. Executive understands and acknowledges
that such duties shall be subject to revision and modification by the
Chief Executive Officer and/or the Board of Directors (the
‘‘Board’’) of CHATT Holdings LLC
(‘‘CHATT’’), as appropriate,
upon reasonable notice to Executive. During the Employment Period,
Executive shall devote Executive’s full business time, attention,
skill and efforts to the faithful performance of Executive’s
duties herein, and shall perform the duties and carry out the
responsibilities assigned to Executive, to the best of
Executive’s ability, in a diligent, trustworthy and businesslike
manner for the purpose of advancing the Company. Executive acknowledges
that 

1










Executive’s duties and responsibilities
will require Executive’s full-time business efforts and agrees
that during the Employment Period, Executive will not engage in any
outside business activities that conflict with the Executive’s
obligations under this Employment
Agreement.

4.    Compensation.

(a)    Base
Salary.    During the Employment Period, the Company shall pay
to Executive a minimum base salary at the rate of $230,000 per year
(the ‘‘Base Salary’’), less
applicable tax withholding, subject to increase from time to time,
solely at the Company’s discretion, payable at the
Company’s regular employee payroll intervals. Executive’s
performance shall be reviewed annually and the Base Salary may be
increased, effective January  1 of each year, at the
Company’s sole
discretion.

(b)    Bonus.    Executive
shall receive a one-time signing bonus of $30,000 (the
‘‘Signing Bonus’’) payable within thirty
(30) days of the date of this Employment Agreement. In the event
Executive’s employment with the Company is terminated by
Executive for any reason within one (1) year of the date of this
Employment Agreement, Executive shall return the amount of the Signing
Bonus to the Company within thirty (30) days of the termination date.
During the Employment Period, Executive shall be eligible to receive a
cash bonus based upon the achievement of certain budgeted performance
goals pursuant to a program approved by the Board. Executive shall also
be eligible to receive additional bonuses, in such amounts, if any, as
determined by the Board in its sole discretion based upon the
achievement of performance goals and objectives approved by the
Board.

(c)    Stock.    Pursuant to those
Subscription Agreements (the ‘‘Subscription
Agreements’’) entered into between CHATT and
Executive as of May  5,  2006, Executive purchased certain
units of CHATT, which units shall be subject to certain vesting,
repurchase and other obligations and restrictions set forth in the
Subscription Agreements and certain other applicable
documents.

5.    Benefit Plans.    During
the Employment Period, Executive will be entitled to receive
traditional employment benefits comparable to those benefits provided
to other senior executive officers of the Company (subject to any
applicable waiting periods, eligibility requirements, or other
restrictions), which may include insurance (medical, dental, life,
disability, directors and officers, etc.), car allowance, retirement
plans, and profit sharing plans. Notwithstanding the foregoing, the
Company may, at any time or from time to time, amend, modify, suspend
or terminate any benefit plan or program contemplated hereunder in this
Section 5 for any reason and without the Executive’s prior
written consent; provided that such amendment, modification, suspension
or termination does not disproportionately impact the Executive as
compared to the other participants under such plan or
program.

6.    Business Expenses; Moving and Temporary
Living expenses.    The Company, in accordance with policies
and practices established by the Board from time to time, will pay or
reimburse Executive for all expenses (including travel and cell phone
expenses) reasonably incurred by Executive during the Employment Period
in connection with the performance of Executive’s duties under
this Employment Agreement, provided that Executive shall provide to the
Company documentation or evidence of expenses for which Executive seeks
reimbursement in accordance with the policies and procedures
established by the Board or the Company from time to time. In addition,
the Company shall reimburse Executive for (i) reasonable, documented
expenses he incurs in taking up to three (3) house hunting trips with
his wife and moving his household goods in connection with
Executive’s relocation to a new primary residence in the
Harrisburg, Pennsylvania area, (ii) up to 6% of the
realtor’s fee to sell Executive’s current primary
residence, and (iii) closing costs on the sale of Executive’s
current primary residence and the purchase of his new primary residence
in the Harrisburg, Pennsylvania area (0 points), provided, that
Executive relocates to a new primary residence in the Harrisburg,
Pennsylvania area before November  5,  2006 and is employed
by the Company at the time of such relocation. From the date of this
Employment Agreement to until November  5,  2006, the
Company will reimburse Executive for reasonable costs in connection
with Executive’s trips from Harrisburg, Pennsylvania to his
current primary residence every other week. From the date of this
Employment Agreement until the earlier of November  5,
2006 or the date on 

2










which Executive relocates to his new primary
residence in the Harrisburg, Pennsylvania area. the Company will
reimburse Executive with respect to Executive’s rent for a
furnished apartment in Harrisburg, Pennsylvania, up to a maximum of
$3,000 per month.

7.    Vacation.    Executive shall be entitled
to vacation at the rate of four (4) weeks per calendar year in
accordance with the Company’s vacation policy (pro-rated for
partial years). Executive shall make good faith efforts to schedule
vacations so as to least conflict with the conduct of the
Company’s business and will give the Company adequate advance
notice of Executive’s planned absences. Up to half of
Executive’s unused vacation time may be carried over to
subsequent years; provided, however, that in no event shall
Executive be entitled to greater than six (6) weeks vacation per
year.

8.    Confidentiality, Inventions,
Non-Competition and Non-Solicitation Agreement.    As of the
date hereof, Executive shall have entered into a confidentiality,
inventions, non-competition and non-solicitation agreement, in the form
of Exhibit A attached hereto and made a part hereof (the
‘‘Confidentiality, Inventions, Non-Competition and
Non-Solicitation
Agreement’’).

9.    Termination.

(a)    Death.    The
Employment Period will terminate immediately upon the death of
Executive. If the Employment Period is terminated pursuant to this
Section 9(a), the Company shall have no further obligation to
Executive (or the Executive’s estate) except for salary and
benefits accrued through the date of termination (the
‘‘Accrued Benefits’’).

(b)    Due Cause.    The Company may
terminate the Employment Period immediately upon written notice to
Executive for a material breach of this Employment Agreement by
Executive. The following events constitute the exclusive list of events
that will be deemed a material breach of this Employment Agreement
(each of which shall constitute ‘‘Due
Cause’’):

			
		(i) 	Executive’s
material breach of any of Executive’s obligations under the
Confidentiality, Inventions, Non-Competition and Non-Solicitation
Agreement; this Employment Agreement; the Subscription Agreements; the
Amended and Restated Unitholders Agreement of CHATT, dated as of
June  28,  2004, as in effect from time to time (the
‘‘Unitholders Agreement’’); the Limited
Liability Company Agreement of CHATT, dated as of June
28,  2004, by and among the parties thereto, as in effect from
time to time (the ‘‘LLC Agreement’’) or the
Registration Rights Agreement of CHATT, dated as of June
28,  2004, by and among the parties thereto, as in effect from
time to time (the ‘‘Registration Rights
Agreement’’);
or


			
		(ii) 	Executive’s
continued and deliberate neglect of, willful misconduct in connection
with the performance of, or refusal to perform Executive’s duties
in accordance with Section 3 of this Employment Agreement,
which, in the case of neglect or failure to perform, has not been cured
within thirty (30) days after Executive has been provided notice of the
same;
or


			
		(iii) 	Executive’s
engagement in any conduct which injures the integrity, character,
financial position or financial performance of the business or
reputation of the Company or which impugns Executive’s own
integrity, character or reputation so as to cause Executive to be unfit
to act in the capacity of CFO of the Company;
or


			
		(iv) 	the Board’s
good faith determination that Executive has committed an act or acts
constituting a felony, or other act involving dishonesty, disloyalty or
fraud against the Company.


If the Employment Period is terminated
pursuant to this Section 9(b), the Company shall have no further
obligation to Executive except for the Accrued Benefits.

3









(c)    Permanent
Disability.    The Company may terminate the Employment Period
upon the Permanent Disability (as defined below) of the Executive. If
the Employment Period is terminated pursuant to this Section
9(c), then Executive will be entitled to receive the Accrued
Benefits, and such benefits, if any, as may be provided Executive
pursuant to the Company’s disability insurance policy. Except as
set forth in the immediately preceding sentence and as otherwise
described in the Subscription Agreements, if the Employment Period is
terminated pursuant to this Section 9(c), the Company shall have
no further obligation to Executive. For purposes of this Employment
Agreement, the term ‘‘Permanent
Disability’’ shall mean that Executive is unable
to perform, with or without reasonable accommodation, by reason of
physical or mental incapacity, the essential functions of the
Executive’s position for ninety (90) or more days in any one
hundred twenty (120) day period. The Board shall determine, according
to the facts then available, whether and when a Permanent Disability
has occurred. Such determination shall not be arbitrary or
unreasonable.

(d)    Termination by the
Company without Due Cause.    The Company may terminate the
Employment Period without Due Cause upon thirty (30) days’ prior
written notice. If the Employment Period is terminated pursuant to this
Section 9(d), then Executive will be entitled to receive (i) the
Accrued Benefits and (ii) the Executive’s Base Salary plus
benefits (at the same cost to the Executive as in effect immediately
prior to such termination of employment) for a period of twelve (12)
months, payable at the Company’s regular payroll intervals.
Notwithstanding the above, Executive shall receive such severance
payment only if Executive is not in material breach of any of the
provisions of the Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement. Except as set forth in this Section
9(d) and as otherwise described in the Subscription Agreements, if
the Employment Period is terminated pursuant to this Section
9(d), the Company shall have no further obligation to
Executive.

(e)    Voluntary Resignation
by Executive.    Executive may terminate the Employment Period
at any time for any reason upon thirty (30) days’ prior written
notice. If the Employment Period is terminated pursuant to this
Section 9(e), the Company shall have no further obligation to
Executive except for the Accrued Benefits; provided,
however, that if Executive is terminating the Employment
Period for Good Reason (as defined below), then Executive will also be
entitled to receive as severance pay the Executive’s Base Salary
plus benefits (at the same cost to the Executive as in effect
immediately prior to such termination of employment) for a period of
twelve (12) months, payable at the Company’s regular payroll
intervals. Notwithstanding the above, Executive shall receive such
amounts only if Executive is not in material breach of any of the
provisions of the Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement. The following events will be deemed
‘‘Good Reason’’ for which
Executive may terminate the Employment Period and receive the severance
payments set forth in this Section
9(e):

			
		(i) 	a material
diminution of the Executive’s responsibilities after notice to
the Company and a thirty (30) day opportunity to cure;
or


			
		(ii) 	any material breach
of this Employment Agreement on the part of the Company (including, but
not limited to, any decrease in the Base Salary without the consent of
the Executive or relocation of Executive’s place of employment to
a location that is greater than fifty (50) miles from the Harrisburg,
Pennsylvania metropolitan area), after notice to the Board, and a
thirty (30) day opportunity to cure; provided,
however, that Executive is not in material breach of any of
the terms of this Employment
Agreement.


(f)    General
Release.    The receipt of any severance payment as set forth in
this Sections 9 above shall be contingent upon Executive’s
execution of a general release of all claims against the Company and
its Affiliates (as defined below), substantially in the form attached
hereto as Exhibit B. For purposes of this Employment Agreement,
the term ‘‘Affiliates’’
means all persons or entities that directly or indirectly, through one
or more intermediaries, controls, is controlled by, or is under common
control with, the Company, all companies or entities in which the
Company owns an equity interest, and all predecessors, successors and
assigns of such affiliates.

4









(g)    Mitigation.    Notwithstanding
anything herein to the contrary, to the extent Executive obtains
employment at any time during the entire twelve (12) months of the
severance period, the Company’s severance obligations under this
Employment Agreement, including, without limitation, the continuation
of Executive’s benefits hereunder, shall be reduced by the amount
of any compensation or benefits received (or accrued) by the Executive,
including without limitation any equity or other incentive compensation
and any bonus, under such new employment arrangement. Executive agrees
that if Executive accepts other employment at any time during the
entire twelve (12) months of the severance period, Executive shall
notify the Company in writing within two (2) business days of such
acceptance. Executive acknowledges that the Executive’s failure
to abide by this provision shall entitle the Company to recoup all
severance pay previously paid to Executive pursuant to this Employment
Agreement.

(h)    Survival.    Termination
of the Employment Period in accordance with this Section 9, or
expiration of the Employment Period, will not affect the provisions of
this Employment Agreement that survive such termination, including
without limitation, the provisions in the Confidentiality, Inventions,
Non-Competition and Non-Solicitation Agreement and will not limit
either party’s ability to pursue remedies at law or
equity.

10.    Attorney’s Fees.    If
either party prevails in a legal action to enforce or protect its
rights under this Employment Agreement, then that party shall be
entitled to recover reasonable attorneys’ fees, costs, and
expenses, in addition to all other relief, including but not limited to
damages and injunctive relief.

11.    Executive
Assistance.    Both during the Employment Period and for two
(2) years after the end of the Employment Period, Executive shall, upon
reasonable notice, furnish the Company with such information as may be
in Executive’s possession or control, and cooperate with the
Company, as the Company may reasonably request (with due consideration
to Executive’s business activities and obligations after the
Employment Period), in connection with any litigation, claim, or other
dispute in which the Company or any of its Affiliates is or may become
a party. The Company shall reimburse Executive for all reasonable
out-of-pocket expenses incurred by Executive in fulfilling
Executive’s obligations under this Section 11. In
addition, to the extent that the Executive provides such assistance at
any time after six months from the date that Executive’s
employment with the Company has terminated, and Executive is required
to be absent from employment for one or more days in order to provide
such assistance, the Company shall pay the Executive for each such day
an amount equal to the daily rate of the Executive’s Base Salary
as in effect as of the date of
termination.

12.    Effect of Prior
Agreements.    This Employment Agreement, the Subscription
Agreement, the Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement, the Unitholders Agreement, the Registration
Rights Agreement and the LLC Agreement contain the entire understanding
among the Company, CHATT and Executive relating to the subject matter
hereof and supersede any prior agreements, arrangements, and
understandings between Executive, CHATT, ATT Holding Co., and the
Company relating to the subject matter
hereof.

13.    Modification and
Waiver.    This Employment Agreement may not be modified or
amended, nor may any provisions of this Employment Agreement be waived,
except by an instrument in writing signed by the parties. No written
waiver will be deemed to be a continuing waiver unless specifically
stated therein, and each such waiver will operate only as to the
specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically
waived.

14.    Severability.    If, for any
reason, any provision of this Employment Agreement is held invalid,
such invalidity will not affect any other provision of this Employment
Agreement, and each provision will to the full extent consistent with
law continue in full force and effect. If any provision of this
Employment Agreement is held invalid in part, such invalidity will in
no way affect the rest of such provision, and the rest of such
provision, together with all other provisions of this Employment
Agreement, will, to the full extent consistent with law, continue in
full force and effect.

5









15.    Notices.    Any
notice, consent, waiver and other communications required or permitted
pursuant to the provisions of this Employment Agreement must be in
writing and will be deemed to have been properly given (a) when
delivered by hand; (b) when sent by telecopier (with acknowledgment of
complete transmission), provided that a copy is mailed by U.S.
certified mail, return receipt requested; (c) three (3) days after sent
by certified mail, return receipt requested; or (d)  one (1) day
after deposit with a nationally recognized overnight delivery service,
in each case to the appropriate addresses and telecopier numbers set
forth below:

If to the Company:

Ames True
Temper, Inc.
c/o Castle Harlan, Inc.
150 East 58th
Street
New York, New York 10155
Attn:    Justin
Wender
Fax:     (212) 207-8042

With a copy
to:

Schulte Roth & Zabel LLP
919 Third
Avenue
New York, New York 10022
Attn.:    Robert Goldstein,
Esq.
Fax:      (212) 593-5955

If to
Executive:

To the address set forth in the personnel
records of the Company.

Each party will be entitled to specify a
different address for the receipt of subsequent notices by giving
written notice thereof to the other party in accordance with this
Section 15.

16.    Third Party
Beneficiaries.    Nothing herein expressed or implied is
intended or shall be construed to confer upon or give to any person or
entity, other than the parties to this Employment Agreement and their
respective permitted successors and assigns, any rights or remedies
under or by reason of this Employment
Agreement.

17.    Headings.    The headings
and other captions in this Employment Agreement are included solely for
convenience of reference and will not control the meaning and
interpretation of any provision of this Employment
Agreement.

18.    Governing Law;
Arbitration.    This Employment Agreement has been executed
in the State of Pennsylvania, and its validity, interpretation,
performance, and enforcement will be governed by the laws of such
state, except with respect to conflicts of laws principles. Except for
disputes arising out of an alleged violation of the covenants set forth
in the Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement, any controversy or claim arising out of or
relating to any provision of this Employment Agreement or any other
document or agreement referred to herein shall be resolved by
arbitration. The arbitration process shall be instigated by either
party giving written notice to the other of the desire for arbitration
and the factual allegations underlying the basis for the dispute. The
arbitration shall be conducted by such alternative dispute resolution
service as is agreed to by the parties, or, failing such agreement
within thirty (30) days after such dispute arises, by arbitrators
selected as described below in accordance with the rules and procedures
established by the American Arbitration Association. Only a person who
is a practicing lawyer admitted to a state bar may serve as an
arbitrator. Each party shall select one arbitrator, and those
arbitrators shall choose a third arbitrator; these arbitrators shall
constitute the panel. The American Arbitration Association rules for
employment arbitration shall control any discovery conducted in
connection with the arbitration. The expenses of arbitration (other
than attorneys’ fees) shall be shared as determined by
arbitration. Each side to the claim or controversy shall pay their own
attorneys’ fees. Any result reached by the panel shall be binding
on all parties to the arbitration, and no appeal may be taken. It is
agreed that any party to any award rendered in such arbitration
proceeding may seek a judgment upon the award and 

6










that judgment may be entered thereon by any
court having jurisdiction. The arbitration shall be conducted in the
State of
Pennsylvania.

19.    Non-Assignability/Binding
Effect.    This Employment Agreement shall not be assignable
by either party without the prior written consent of the other party.
This Employment Agreement will be binding upon and inure to the benefit
of Executive, the Company, and their respective successors and
permitted assigns.

20.    No Strict
Construction.    The language used in this Employment
Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction will be
applied against any person.

21.    Conformance with
Code Section 409A.    The parties hereto agree to negotiate
in good faith should any amendment to this Employment Agreement be
required in order to comply with Section 409A of the Internal Revenue
Code.


[Remainder of Page Intentionally Blank;
Signature Page to Follow]


7









IN WITNESS WHEREOF, the Company has caused
this Employment Agreement to be executed by its duly authorized officer
and Executive has signed this Employment Agreement, as of May
5,
2006.





							
	 			AMES
TRUE TEMPER, INC.
	 			By:			/s/
Richard C. Dell
	 			Its:			President and CEO
	 			EXECUTIVE
	 			/s/
David M. Nuti    5/16/06
	 			David
M. Nuti
	






8















EXHIBIT
A

CONFIDENTIALITY, INVENTIONS,
NON-COMPETITION AND
NON-SOLICITATION AGREEMENT

This Confidentiality, Inventions,
Non-Competition and Non-Solicitation Agreement (the
‘‘Agreement’’) is entered into this
[    ] day of
[                    ], 2006 by and
between CHATT Holdings LLC, its successors or assigns (the
‘‘Company’’) and
[                            ]
(the ‘‘Executive’’). This Agreement sets
forth the entire agreement between the parties hereto concerning the
subject matter hereof and supersedes all prior agreements and
understandings concerning the subject matter hereof. In consideration
of employment by the Company and/or its Affiliates (as defined in
Section 2(b) below) of Executive, which Executive acknowledges to be
good and valuable consideration for the Executive’s obligations
hereunder, the Company and Executive agree as
follows:

1.    The
Business.

Executive acknowledges that the Company
and its Affiliates are engaged in the business of (i) manufacturing,
marketing and distributing long-handled tools, wheelbarrows, hose
reels, striking tools, pruning implements, pots and planters, snow
tools, lawn carts, repair handles, garden hoses, and decorative
accessories for the lawn and garden, and (ii) conducting such other
activities as are undertaken (or are proposed or contemplated to be
undertaken) from time to time by the Company and each of its Affiliates
as a result of future acquisitions or otherwise (collectively, the
‘‘Business’’).

2.    Confidential
Information.

			
		(a) 	Executive acknowledges that
the Confidential Information (as defined below) constitutes a
protectible business interest of the Company and its Affiliates, and
covenants and agrees that at all times during the period of
Executive’s employment, and at all times after termination of
such employment, Executive will not, directly or indirectly, disclose,
furnish, make available or utilize any Confidential Information other
than in the course of performing duties as an employee of the Company
and/or its Affiliates. Executive will abide by Company policies and
rules as may be established from time to time by it for the protection
of its Confidential Information. Executive agrees that in the course of
employment with the Company, Executive will not bring to the
Company’s offices or use, disclose to the Company, or induce the
Company to use, any confidential information or documents belonging to
others. Executive’s obligations under this Section 2(a) with
respect to Confidential Information will survive termination of
Executive’s employment with the Company, and will terminate only
at such time (if any) as the Confidential Information in question
becomes generally known to the public other than through a breach of
Executive’s obligations under this
Agreement.


			
		(b) 	As used in this Agreement, the
term ‘‘Confidential Information’’ means any
and all confidential, proprietary or trade secret information, whether
disclosed, directly or indirectly, verbally, in writing or by any other
means in tangible or intangible form, including that which is conceived
or developed by Executive, applicable to or in any way related to: (i)
the present or future business of the Company or any of its Affiliates
(as defined below); (ii) the research and development of the Company or
any of its Affiliates; or (iii) the business of any client, vendor,
supplier or distributor of the Company or any of its Affiliates. Such
Confidential Information includes the following property or information
of the Company and its Affiliates, by way of example and without
limitation, trade secrets, processes, formulas, data, program
documentation, customer lists, designs, drawings, algorithms, source
code, object code, know-how, improvements, inventions, licenses,
techniques, all plans or strategies for marketing, development and
pricing, business plans, financial statements, profit margins and all
information concerning existing or potential clients, suppliers or
vendors. Confidential Information also means all similar information
disclosed to the Company or any Affiliate by third parties which is
subject to confidentiality obligations. The term
‘‘Affiliates’’ means (i) all persons or
entities controlling, controlled by or under common control with the
Company, (ii)  all companies or entities in which the Company
owns an equity interest and (iii) all predecessors, successors and
assigns of the those Affiliates identified in (i) and
(ii).


A-1









3.    Return of
Materials.

Upon termination of employment with the
Company, and regardless of the reason for such termination, Executive
will leave with, or promptly return to, the Company all documents,
records, notebooks, magnetic tapes, disks or other materials, including
all copies, in Executive’s possession or control which contain
Confidential Information or any other information concerning the
Company, any of its Affiliates or any of their respective products,
services or clients, whether prepared by the Executive or others.
Notwithstanding the foregoing, Executive shall be entitled to retain
the Executive’s personal effects provided any Confidential
Information is removed therefrom.

4.    Inventions
as Sole Property of the
Company.

			
		(a) 	Executive covenants and agrees
that all Inventions (as defined below) shall be the sole and exclusive
property of the Company.


			
		(b) 	As used in this
Agreement, the term ‘‘Inventions’’ means
any and all inventions, developments, discoveries, improvements, works
of authorship, concepts or ideas, or expressions thereof, whether or
not subject to patents, copyright, trademark, trade secret protection
or other intellectual property right protection (in the United States
or elsewhere), and whether or not reduced to practice, conceived or
developed by Executive while employed with the Company and/or any
Affiliate of the Company or within one (1) year following termination
of such employment which relate to or result from the actual or
anticipated business, work, research or investigation of the Company or
any of its Affiliates or which are suggested by or result from any task
assigned to or performed by Executive for the Company or any of its
Affiliates.


			
		(c) 	Executive acknowledges that all
original works of authorship which are made by the Executive (solely or
jointly) are works made for hire under the United States Copyright Act
(17 U.S.C., et seq.).


			
		(d) 	Executive agrees to
promptly disclose to the Company all Inventions, all original works of
authorship and all work product relating thereto. This disclosure will
include complete and accurate copies of all source code, object code or
machine-readable copies, documentation, work notes, flow-charts,
diagrams, test data, reports, samples and other tangible evidence or
results (collectively, ‘‘Tangible
Embodiments’’) of such Inventions, works of authorship
and work product. All Tangible Embodiments of any Invention, work of
authorship or work product related thereto will be deemed to have been
assigned to the Company as a result of the act of expressing any
Invention or work of authorship
therein.


			
		(e) 	Executive hereby assigns to the
Company (together with the right to prosecute or sue for infringements
or other violations of the same) the entire worldwide right, title and
interest to any such Inventions or works made for hire, and Executive
agrees to perform, during and after employment, all acts deemed
necessary or desirable by the Company to permit and assist it, at the
Company’s expense, in registering, recording, obtaining,
maintaining, defending, enforcing and assigning Inventions or works
made for hire in any and all countries. Executive hereby irrevocably
designates and appoints the Company and its duly authorized officers
and agents as Executive’s agents and attorneys-in-fact to act
for and on Executive’s behalf and instead of Executive, to
execute and file any documents and to do all other lawfully permitted
acts to further the above purposes with the same legal force and effect
as if executed by Executive; this designation and appointment
constitutes an irrevocable power of attorney and is coupled with an
interest.


			
		(f) 	Without limiting the generality of
any other provision of this Section 4, Executive hereby authorizes the
Company and each of its Affiliates (and their respective successors) to
make any desired changes to any part of any Invention, to combine it
with other materials in any manner desired, and to withhold
Executive’s identity in connection with any distribution or use
thereof alone or in combination with other
materials.


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		(g) 	This Agreement does not
apply to any invention for which no equipment, supplies, facility or
trade secret information of the Company or any Affiliate was used and
which was developed entirely on Executive’s own time, unless (1)
the invention relates (a) to the business of the Company or any
Affiliate or (b) to the Company’s or any Affiliate’s
actual demonstrably anticipated research or development; or (2) the
invention results from any work performed by Executive for the Company
or any Affiliate.


			
		(h) 	The obligations of
Executive set forth in this Section 4 (including, but not limited to,
the assignment obligations) will continue beyond the termination of
Executive’s employment with respect to Inventions conceived or
made by Executive alone or in concert with others during
Executive’s employment with the Company and during the one (1)
year thereafter, whether pursuant to this Agreement or otherwise. These
obligations will be binding upon Executive and Executive’s
executors, administrators and other
representatives.


5.    List of Prior
Inventions.

All Inventions which Executive has made
prior to employment by the Company or any Affiliate (including without
limitation Ames True Temper, Inc.) are excluded from the scope of this
Agreement. As a matter of record, Executive has set forth on Annex I
hereto a complete list of those Inventions which might relate to the
Company’s Business and which have been made by Executive prior
to employment with the Company. Executive represents that such list is
complete. If no list is attached, Executive represents that there are
no prior
Inventions.

6.    Non-Competition.

			
		(a) 	Executive
acknowledges that: (i) the Company and its Affiliates are and will be
engaged in the Business during the term of the Executive’s
employment and thereafter; (ii) the Company and its Affiliates are and
will be actively engaged in the Business throughout the world;
(iii)  Executive is one of a limited number of persons who will
be developing the Business; (iv)  Executive has and will continue
to occupy a position of trust and confidence with the Company after the
date hereof and during the term of the Executive’s employment
Executive will become familiar with the Company’s (and its
Affiliates’) trade secrets and with other proprietary and
confidential information concerning the Company (and its Affiliates)
and the Business; (v) the agreements and covenants contained in this
Agreement are essential to protect the Company, its Affiliates and the
goodwill of the Business and are a condition precedent to the sale by
the Company to Executive of certain Common Units, pursuant to the
Subscription Agreement between the parties, dated as of the date
hereof, and pursuant to the Strip Subscription Agreement between the
parties, dated as of the date hereof; (vi)  Executive’s
employment with the Company and/or its Affiliates has special, unique
and extraordinary value to the Company and its Affiliates and the
Company would be irreparably damaged if Executive were to provide
services to any person or entity in violation of the provisions of this
Section 6; and (vii) Executive has means to support Executive and
Executive’s dependents other than by engaging in the Business,
and the provisions of this Section 6 will not impair such ability.


			
		(b) 	Executive will not, during the Restricted Period
(as defined below), anywhere in the world (the
‘‘Restricted Territory’’), directly or
indirectly (whether as an owner, partner, shareholder, agent, officer,
director, employee, independent contractor, consultant, or otherwise)
own, operate, manage, control, invest in, perform services for, or
engage or participate in any manner in, or render services to (alone or
in association with any person or entity) or otherwise assist any
person or entity that engages in, or owns, invests in, operates,
manages or controls any venture or enterprise that engages in, the
Business. The term ‘‘Restricted Period’’
means the period of time from the date hereof until two (2) years after
the termination for any reason of Executive’s employment
relationship with the Company and/or any Affiliate or any successor
thereto (including any termination based on non-renewal of any
employment agreement or arrangement). The Restricted Period shall be
extended for a period equal to any time period that Executive is in
violation of this Section 6. Nothing 


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contained in this Section 6 shall be construed
to prevent Executive from investing in the stock of any competing
corporation listed on a national securities exchange or traded in the
over-the-counter market, but only if Executive is not involved in the
business of said corporation and if Executive and Executive’s
associates (as such term is defined in Regulation 14(A) promulgated
under the Securities Exchange Act of 1934, as in effect on the date
hereof), collectively, do not own more than an aggregate of one percent
(1%) of the stock of such
corporation.


			
		(c) 	Scope/Severability.    The
parties acknowledge that the business of the Company and its Affiliates
is and will be national and international in scope and thus the
covenants in this Section 6 would be ineffective if the covenants were
to be limited to a particular geographic area. If any court of
competent jurisdiction at any time deems the Restricted Period
unreasonably lengthy, or the Restricted Territory unreasonably
extensive, or any of the covenants set forth in this Section 6 not
fully enforceable, the other provisions of this Section 6, and this
Agreement in general, will nevertheless stand and, to the full extent
consistent with law, continue in full force and effect, and it is the
intention and desire of the parties that the court treat any provisions
of this Agreement which are not fully enforceable as having been
modified to the extent deemed necessary by the court to render them
reasonable and enforceable and that the court enforce them to such
extent (for example, that the Restricted Period be deemed to be the
longest period permissible by law, but not in excess of the length
provided for in Section 6(b), and the Restricted Territory be deemed to
comprise the largest territory permissible by law under the
circumstances but not in excess of the territory provided for in
Section
6(b)).


7.    Non-Solicitation.

			
		(a) 	Executive
will not, during the Restricted Period, directly or indirectly (whether
as an owner, partner, shareholder, agent, officer, director, employee,
independent contractor, consultant, or otherwise) with or through any
individual or entity:


i.    employ, engage
or explicitly solicit for employment any individual who is, or was at
any time during the twelve-month period immediately prior to the
termination of Executive’s employment with the Company and/or
any Affiliate for any reason, an employee of the Company or any of its
Affiliates or otherwise seek to adversely influence or alter such
individual’s relationship with the Company or any of its
Affiliates; or

ii.    solicit or encourage
any individual or entity that is, or was during the twelve-month period
immediately prior to the termination of Executive’s employment
with the Company or any Affiliate for any reason, a customer, supplier
or vendor of the Company or any Affiliate to terminate or otherwise
alter his, her or its relationship with the Company or any
Affiliate.

			
		(b) 	The Restricted Period shall be
extended for a period equal to any time period that Executive is in
violation of this Section 7.


8.    Equitable
Remedies.

Executive acknowledges and agrees that
the agreements and covenants set forth in this Agreement are reasonable
and necessary for the protection of the Company’s and its
Affiliates’ business interests, that irreparable injury will
result to the Company and its Affiliates if Executive breaches any of
the terms of said covenants, and that in the event of
Executive’s actual or threatened breach of any such covenants,
the Company and its Affiliates will have no adequate remedy at law.
Executive accordingly agrees that, in the event of any actual or
threatened breach by Executive of any of said covenants, the Company
and its Affiliates will be entitled to immediate injunctive and other
equitable relief, without posting bond or other security and without
the necessity of showing actual monetary damages. Nothing in this
Section 8 will be construed as prohibiting the Company or any Affiliate
from pursuing any other remedies available to them for such breach or
threatened breach, including the recovery of any damages that they are
able to prove.

A-4









9.    Breach.

			
		(a) 	Executive’s
breach of any of the Executive’s obligations under this Agreement
will be deemed a material breach of any employment agreement or
arrangement Executive has with the Company or any of its Affiliates and
will constitute cause or due cause or the like for termination by the
Company and/or its Affiliates, as appropriate.


			
		(b) 	In the event that the Company and/or its
Affiliates, as appropriate, terminates Executive without cause or due
cause or the like or Executive voluntarily resigns, Executive will
receive severance payments, to the extent entitled under any employment
agreement or arrangement, only if Executive is not in breach of any of
the provisions in this Agreement.


10.    No Right
to Employment.

No provision of this Agreement shall
give Executive any right to continue in the employ of the Company or
any of its Affiliates, create any inference as to the length of
employment of Executive, affect the right of the Company or its
Affiliates to terminate the employment of Executive, with or without
cause, or give Executive any right to participate in any welfare or
benefit plan or other program of the Company or any of its
Affiliates.

11.    Modification and
Waiver.

This Agreement may not be modified or
amended or terminated except by an instrument in writing signed by the
parties. No term or condition of this Agreement will be deemed to have
been waived, except by written instrument of the party charged with
such waiver. No such written waiver will be deemed to be a continuing
waiver unless specifically stated therein, and each such waiver will
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to
any act other than that specifically
waived.

12.    Severability.

Executive
acknowledges that the agreements and covenants contained in this
Agreement are essential to protect the Company and its Affiliates and
their goodwill. Each of the covenants in this Agreement will be
construed as independent of any other covenants or other provisions of
this Agreement. It is the intention and desire of the parties that the
court treat any provisions of this Agreement which are not fully
enforceable as having been modified to the extent deemed necessary by
the court to render them reasonable and enforceable and that the court
enforce them to such
extent.

13.    Notices.

Any
notice, consent, waiver and other communications required or permitted
pursuant to the provisions of this Agreement must be in writing and
will be deemed to have been properly given (a) when delivered by hand;
(b) when sent by telecopier (with acknowledgment of complete
transmission), provided that a copy is mailed by U.S. certified mail,
return receipt requested; (c) three (3) days after sent by certified
mail, return receipt requested; or (d) one (1) day after deposit with a
nationally recognized overnight delivery service, in each case to the
appropriate addresses and telecopier numbers set forth
below:

A-5









If to the
Company:

CHATT Holdings LLC
c/o Castle Harlan,
Inc.
150 East 58th Street
New York, New York
10155
Attn:    Justin Wender
Fax:     (212)
207-8042

With a copy to:

Schulte Roth &
Zabel LLP
919 Third Avenue
New York, New York
10022
Attn.:    Robert Goldstein, Esq.
Fax:      (212)
593-5955

If to Executive:

Each party will
be entitled to specify a different address for the receipt of
subsequent notices by giving written notice thereof to the other party
in accordance with this Section
13.

14.    Headings.

The
headings and other captions in this Agreement are included solely for
convenience of reference and will not control the meaning and
interpretation of any provision of this
Agreement.

15.    Governing
Law.

This Agreement has been executed in the State
of Pennsylvania, and its validity, interpretation, performance, and
enforcement will be governed by the laws of such state, except with
respect to conflicts of laws
principles.

16.    Binding
Effect.

This Agreement will be binding, upon and
inure to the benefit of Executive, the Company, and their respective
successors and permitted assigns; provided, however, that Executive may
not assign this Agreement or any part hereof.

17.    Survival.

The provisions
in this Agreement shall survive the termination of Executive’s
employment with the Company.

18.    Compliance.

In order to
monitor compliance with the terms of this Agreement, Executive agrees
to give written notice, including a pertinent description, to the
Company of each position of employment, ownership of more than one
percent (1%) of the stock of any corporation, participation with
another entity or organization (except for religious institutions or
charitable organizations not related to the Business) which Executive
obtains during the Restricted Period.

19.    No
Strict Construction.

The language used in this
Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction will be
applied against any person.

A-6










IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed by its duly authorized officer and
Executive has signed this Agreement, as of the date written
below.


		EXECUTIVE:




Date:


		CHATT
HOLDINGS LLC






		By:


Its:




A-7















EXHIBIT
B

SEPARATION AGREEMENT AND GENERAL RELEASE


AMES TRUE
TEMPER, INC.
(‘‘Company’’),
and                (‘‘Executive’’),
agree that this Separation Agreement and General Release
(‘‘Agreement’’) sets forth
their complete agreement and understanding regarding the termination of
Executive’s employment with
Company.

1.    Separation
Date.    Executive’s employment with Company will
terminate effective
                                    
(the ‘‘Separation Date’’).
Executive agrees to return all Company property to Company no later
than the Separation Date. Except as specifically provided below,
Executive shall not be entitled to receive any benefits of employment
following the Separation Date.

2.    Consideration of
Company.    In consideration for the releases and covenants by
Executive in this Agreement, Company will provide Executive with the
following: insert consideration as set forth in Employment
Agreement


3.    Executive Release of
Rights.    Executive (defined for the purpose of this Paragraph
3 as Executive and Executive’s agents, representatives,
attorneys, assigns, heirs, executors, and administrators) irrevocably,
fully, and unconditionally releases the Released Parties (defined as
the Company, ATT Holding Co., CHATT Holdings, Inc., CHATT Holdings LLC,
Castle Harlan Partners IV, L.P., and each of their affiliated
companies, parents, subsidiaries, predecessors, successors, assigns,
divisions, related entities and any of their past or present employees,
officers, agents, insurers, attorneys, administrators, officials,
directors, shareholders, employee benefit plans, and the sponsors,
fiduciaries, or administrators of the Company’s employee benefit
plans) from any and all liability, claims, demands, actions, causes of
action, suits, grievances, debts, sums of money, agreements, promises,
damages, back and front pay, costs, expenses, attorneys’ fees,
and remedies of any type, arising or that may have arisen out of or in
connection with Executive’s employment with or termination of
employment from the Company, from the beginning of time to the date
hereof, including but not limited to claims, actions or liability
under: (1) Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§2000 et seq., the Civil Rights Act of 1991, the Civil
Rights Act of 1866, the Age Discrimination in Employment Act, the
Americans with Disabilities Act of 1990, 42 U.S.C. §12101 et
seq., the Fair Labor Standards Act, 29 U.S.C. §201 et
seq., the Family and Medical Leave Act of 1993, 29 U.S.C.
§2601 et seq., the Workers’ Adjustment and
Retraining Notification Act, the Employee Retirement Income Security
Act of 1974, 29 U.S.C. §1001 et seq., Pennsylvania
Human Relations Act Pa., Stat. Ann. tit.43, §§ 951 et
seq., all as amended; (2) any other federal, state or local statute,
ordinance, or regulation regarding employment, termination of
employment, or discrimination in employment, and (3) the common law
relating to employment contracts, wrongful discharge. defamation, or
any other matter.

4.    Waiver of
Reinstatement.    Executive waives any reinstatement or future
employment with Company and agrees never to apply for employment or
otherwise seek to be hired, rehired, employed, re-employed, or
reinstated by Company or any of its affiliated companies or
corporations.

5.    No Disparagement or Encouragement of
Claims.    Executive agrees not to make any oral or written
statement that disparages or places any Released Party in a false or
negative light. Executive further agrees not to encourage or assist any
person who files a lawsuit, charge, claim or complaint against the
Released Parties unless Executive is required to render such assistance
pursuant to a lawful subpoena or other legal obligation. The Board of
Directors (and each of its individual members) and the Chief Executive
Officer of the Company agree not to make (outside the Company; or
within the Company, except as may be reasonably necessary to conduct
the business of the Company) any oral or written statement that
disparages or places Executive in a false or negative light; and these
individuals further agree not to encourage or assist any person who
files a lawsuit, charge, claim or complaint against Executive unless
such individuals are required to render such assistance pursuant to a
lawful subpoena or other legal
obligation.

6.    Cooperation of
Executive.    Executive agrees to cooperate with Company in any
reasonable manner as Company may request, including but not limited to
furnishing information to and otherwise 

B-1










consulting with the Company; and assisting
Company in any litigation or potential litigation or other legal
matters, including but not limited to meeting with and fully answering
the questions of Company or its representatives or agents, and
testifying and preparing to testify at any deposition or trial. Company
agrees to compensate Executive for any reasonable out of pocket
expenses incurred as a result of such
cooperation.

7.    Non-admission/Inadmissibility.    This
Agreement does not constitute an admission by Company that any action
it took with respect to Executive was wrongful, unlawful or in
violation of any local, state, or federal act, statute, or
constitution, or susceptible of inflicting any damages or injury on
Executive, and Company specifically denies any such wrongdoing or
violation. This Agreement is entered into solely to resolve fully all
matters related to or arising out of Executive’s employment with
and termination from Company, and its execution, and implementation may
not be used as evidence, and shall not be admissible in a subsequent
proceeding of any kind, except one alleging a breach of this
Agreement.

8.    Severability.    The provisions
of this Agreement shall be severable and the invalidity of any
provision shall not affect the validity of the other
provisions.

9.    Governing Law.    This Agreement
shall be governed by and construed in accordance with laws and judicial
decisions of the State of Pennsylvania, without regard to its
principles of conflicts of laws.

10.    Scope of
Agreement.    Executive understands that he remains bound to
those provisions in the Executive’s Employment Agreement, signed
on                              , 2006,
which survive the termination of the Executive’s employment,
including but not limited to, those provisions in Paragraphs 9-11, 14,
19 and 20 of such Employment Agreement. Except as specifically set
forth in such provisions, this Agreement contains the entire agreement
and understanding between Executive and Company concerning the matters
described herein, and supersedes all prior agreements, discussions,
negotiations, understandings and proposals of the parties. The terms of
this Agreement cannot be changed except in a subsequent document signed
by both parties.

11.    Revocation
Period.    Executive has the right to revoke this Agreement for
up to seven days after he signs it. In order to revoke this Agreement,
Executive must sign and send a written notice of the decision to do so,
addressed to [name] at [insert title, and
address], and that written notice must be received by
Company no later than the eighth day after Executive signed this
Agreement. If Executive revokes this Agreement, Executive will not be
entitled to any of the consideration from Company described in
paragraph 2 above.

12.    Voluntary Execution of
Agreement.    Executive acknowledges
that:

			
		a. 	Executive has carefully read this
Agreement and fully understands its
meaning;


			
		b. 	Executive had the opportunity to take
up to 21 days after receiving this Agreement to decide whether to sign
it;


			
		c. 	Executive understands that the Company is
hereby advising him, in writing, to consult with an attorney before
signing it;


			
		d. 	Executive is signing this
Agreement, knowingly, voluntarily, and without any coercion or duress;
and


			
		e. 	everything Executive is receiving for
signing this Agreement is described in the Agreement itself, and no
other promises or representations have been made to cause Executive to
sign it.


B-2









13.    Nondisclosure.    Executive
shall not disclose the contents or substance of this Agreement to any
third parties, other than the Executive’s attorneys, accountants,
or as required by law and shall instruct each of the foregoing not to
disclose the
same.

COMPANY





							
	                                                                   

Executive
Signature			 			By:                                                          
	 			 			Title:                                                         
	Dated:                                                      			 			Dated:                                                      
	






B-3