EX-10.3






Exhibit 10.3




August 10, 2005



Mr. Donald C. Devine


777 S. Flagler Drive


Suite 1100 W


West Palm Beach, Florida 33401



Re: Separation Agreement



Dear Don:



This letter will confirm the terms of your separation from employment with Jacuzzi Brands,
Inc. (hereinafter also referred to as “the Company”).



1. Notice of Termination



We have agreed that your employment with the Company will be terminated. As more fully
explained in Section 13 of this letter, you will have up to 21 days from the initial receipt of
this letter for you to consider signing this Agreement and 7 days after signing to revoke it.
Accordingly, we have agreed that the effective date of your separation from the Company’s
employment will be the 8th day after you sign this letter (the “Termination Date”).



2. Consideration



In accordance with the provisions of the Employment Agreement between you and Jacuzzi Brands,
Inc., made on December 8, 2004 (hereafter, the “2004 Employment Agreement”), and in consideration
for your signing this General Release within 21 days from the date of this Agreement, and in
consideration of your compliance with the additional promises made herein, the Company agrees as
follows:



(a) Severance Pay



The Company will provide you with the following:




(i) A lump sum payment of $2,273,000, minus applicable taxes (including any taxes with
respect to the vesting of restricted stock and exercise of stock options), to be paid on
the Termination Date;




(ii) Any compensation earned but not yet paid;




(iii) Pay for accrued vacation in the amount of $23,308;




(iv) Pay for unreimbursed travel, entertainment and other business expenses incurred
in the performance of your duties;




(v) Full accelerated vesting of all restricted stock, which shall be delivered to you
on the Termination Date, and full vesting of all stock options in the Company effective on
the Termination Date of which he will have access to the Wachovia cashless exercise
program;




(vi) Two years of additional service and compensation credit at your current
compensation level ($505,000) under the Jacuzzi Brands, Inc. Master Pension Plan and
Jacuzzi Brands Supplemental Executive Retirement Plan (“SERP”), provided that the
additional benefits from both plans will be made through and in accordance with the terms
of the SERP;




(vii) Cash payments equal to the maximum Company contribution under the Company’s
qualified 401(k) plan for a period of two (2) years, said amounts to be paid at the end of
each such year;




(viii) Health and dental coverage for you and your dependents for two (2) years under
the Company’s health plans which cover the senior executives of the Company or materially
similar benefits; and




(ix) Your Long Term Incentive Plan (“LTIP”) account balance, amounting to $98,869.77
as of the Termination Date, which will be paid to you on the Termination Date.



(b) Health and Welfare Benefits and Other Benefit Plans




(i) The health and dental coverage provided to you in Section 2(a)(viii) will be
credited towards any eligibility period you and or your dependents may have under COBRA
following the termination of your employment. Should the additional health and dental
coverage result in a tax liability to you, the Company will also provide you with an
additional payment in the amount necessary so that you have no additional cost for
receiving such health and dental benefits.




(ii) Your participation under any of the Company’s benefit programs such as life and
LTD, will cease at the end of your employment. You may elect to convert certain coverages
at your own cost; conversion privileges will be explained to you in a separate mailing.



(c) Your entitlement to benefits or payments under any of the Company’s benefit plans will
continue to be governed by the terms of those plans.



3. No Severance Benefits Absent Execution of this Agreement



You understand and agree that under the terms of the 2004 Employment Agreement, which governs
the amount of severance due you under the circumstances, you are not entitled to receive the monies
and/or benefits specified in Section 2 above, except for your execution of this General Release and
the fulfillment of the promises contained herein and in Section 10 of the employment agreement
between you and Jacuzzi Brands, made on April 21, 2003 (also referred to herein as the “2003
Employment Agreement”). In addition, you acknowledge that the payments and benefits set forth in
this Agreement are all that you are entitled to receive from the Company.



4. General Release of Claims



In consideration of the payments to be made to you by the Company as set forth in Section 2
above and the promises contained in this separation agreement, you knowingly and voluntarily and of
your own free will agree to release and forever discharge the Company, its affiliates,
subsidiaries, divisions, successors and assigns and the current and former employees, officers,
directors and agents thereof (collectively referred to throughout the remainder of this Agreement
as “Company”), of and from any and all claims, known and unknown, that you have or may have against
the Company as of the date of execution of this Agreement and General Release, including, but not
limited to, any alleged violation of:





	 	•	 	Title VII of the Civil Rights Act of 1964, as amended;






	 	•	 	The Civil Rights Act of 1991;






	 	•	 	Sections 1981 through 1988 of Title 42 of the United States Code, as amended;






	 	•	 	The Employee Retirement Income Security Act of 1974, as amended (“ERISA”),






	 	•	 	The Immigration Reform and Control Act, as amended;






	 	•	 	The Americans with Disabilities Act of 1990, as amended;






	 	•	 	The Age Discrimination in Employment Act of 1967, as amended;






	 	•	 	The Workers Adjustment and Retraining Notification Act, as amended;






	 	•	 	The Occupational Safety and Health Act, as amended;






	 	•	 	The Sarbanes-Oxley Act of 2002;






	 	•	 	The Florida Civil Rights Act, as amended;






	 	•	 	The Florida Whistle Blower statute;






	 	•	 	Florida Statutory Provision Regarding Retaliation/Discrimination for Filing a
Workers Compensation Claim;






	 	•	 	Florida Wage Discrimination Law;






	 	•	 	Florida OSHA;






	 	•	 	Florida Wage Payment Laws;






	 	•	 	Equal Pay Law for Florida, as amended; Florida AIDS Act;






	 	•	 	Florida Discrimination on the Basis of Sickle Cell Trait Law;






	 	•	 	Any other federal, state or local civil or human rights law or any other local,
state or federal law, regulation or ordinance;






	 	•	 	Any public policy, contract, tort, or common law;






	 	•	 	Any alleged oral or written contract including the 2004 Employment Agreement, the
2003 Employment Agreement, and the Change in Control Agreement between you and the
Company made as of December 8, 2004, (except as to the portions of those Agreements
which are specifically referred to herein as being intended to survive the termination
of your employment or which are exempted from this Release under Section 5 below).






	 	•	 	Any claim for costs, fees, or other expenses including attorneys’ fees, except any
fees and costs incurred in any action regarding the validity of this waiver and
release under the Older Worker’s Benefit Protection Act.





You further affirm that you have been paid and/or have received all leave (paid or unpaid),
compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled and that no
other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to
you, except as provided in this letter. You furthermore affirm that you have no known workplace
injuries or occupational diseases and have been provided and/or have not been denied any leave
requested under the Family and Medical Leave Act.



5. Exemptions from Release



(a) The General Release of Claims set forth in Section 4 of this Agreement is not intended to
and shall not relieve the Company of any obligations it may have under Section 11 (Indemnification)
of the 2003 Employment Agreement nor is this General Release of Claims intended to impair your
right to indemnification, if any, under the Company’s bylaws.



(b) The General Release of Claims set forth in Section 4 of this Agreement is not intended to
and shall not relieve the Company of any obligations that might arise under Section 12 of the 2003
Employment Agreement.



(c) The General Release of Claims set forth in Section 4 of this Agreement is not intended to
release claims arising out of the enforcement of this Agreement, claims regarding the validity of
the release under the Older Worker’s Benefit Protection Act, or claims arising after the effective
date of this Agreement.



(d) The General Release of Claims set forth in Section 4 of this Agreement is not intended as
a waiver of the benefits or payments to which you may be entitled under the Company’s benefit or
equity plans.



(e) Except as otherwise specifically set forth in this Section 5, the General Release of
Claims set forth in Section 4 of this Agreement is intended to bar any and all claims that you now
have or may have against the Company.



6. Cooperation



(a) Investigations, Administrative Proceedings Or Litigation



You agree to reasonably cooperate with the Company and its affiliates, and its respective
staff and counsel, in connection with any investigation, administrative proceeding or litigation
relating to any matter occurring during your employment in which you were involved or of which you
have knowledge.



(b) Subpoenas



You agree that, in the event you are subpoenaed by any person or entity (including, but not
limited to, any government agency) to give testimony (in a deposition, court proceeding or
otherwise) which in any way relates to your employment with the Company, you will give prompt
notice of such request to the General Counsel of Jacuzzi Brands, Inc. and will make no disclosure,
unless legally required to do so, until the company has had a reasonable opportunity to contest the
right of the requesting person or entity to such disclosure.



The Company will reimburse you for reasonable out of pocket expenses incurred by you under
this section.



7. Confidential Information, Non solicitation and Non-Competition



You acknowledge that under the terms of the 2003 Employment Agreement, you are bound by the
restrictive covenants contained in Section 10 of the 2003 Employment Agreement. More specifically,
those covenants restrict you from (among other things) divulging certain confidential Company
information, soliciting certain Company employees and competing against the Company. You
acknowledge that the Company continues to have an interest in protecting itself and its
confidential information from these activities, and that the restrictions contained in Section 10
of the 2003 Employment Agreement continue to be reasonable both in geographic and temporal scope.
You further acknowledge that Section 10 of the 2003 Employment Agreement is intended to survive the
termination of your employment and remains in effect in accordance with the terms of the 2003
Employment Agreement. Finally, you acknowledge that part of the severance paid to you under
Section 2 of this Agreement is in consideration for your agreement to abide by the restrictions set
forth in Section 10 of the 2003 Employment Agreement.



8. Resignation from All Offices



Effective upon your signing this Agreement, you will be deemed to have resigned as an officer
and director of the Company, any subsidiary and any affiliate and as a fiduciary of any benefit
plan of any of the foregoing. In accordance with the terms of the 2003 Employment Agreement, you
agree to execute any further documentation requested by the Company to achieve this purpose.



9. Governing Law and Interpretation



This Agreement and General Release shall be governed and conformed in accordance with the laws
of the state of Florida without regard to its conflict of laws provisions. In the event that there
is a breach of any provision of this Agreement and General Release, you and the Company affirm that
either may institute an action to specifically enforce any term or terms of this Agreement and
General Release. Should any provision of this Agreement and General Release be declared illegal or
unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable,
excluding the general release language, such provision shall immediately become null and void,
leaving the remainder of this Agreement and General Release in full force and effect. Provided
that, the Company’s obligation to make the payments in Section 2 of this Agreement and General
Release are conditioned upon your complying with the provisions of Section 10 of your 2003
Employment Agreement, as written. If you violate or challenge the enforceability of the provisions
of Section 10 of your 2003 Employment Agreement, as written, or if they are found to be
unenforceable, you will not be entitled to continue to receive further payments, if any, set forth
in Section 2 of this Agreement.



10. Return of Company Data and Property



You acknowledge that you have returned all Company property in your possession, including all
documents relating to the Company or it affiliates or any of their business or property, except for
documents received by you in your capacity as a benefit plan participant and except for copies of
any agreements between you and the Company.



11. Assignability



The Company may assign its rights and delegate its obligations under this Agreement to any
affiliate, successor, assign or Buyer. The rights and obligations of the Company shall inure to the
benefit of and be enforceable by its affiliates, successors, assigns or Buyer. You may not assign
any of your rights and obligations under this Agreement.



12. Enforceability



If any provision of this Agreement is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, to achieve the intent of the parties to the extent
possible. In any event, all other provisions of this Agreement shall be deemed valid and
enforceable to the extent possible.



13. Time to Consider Agreement, Consult with Advisors and Revocation Period



(a) You agree that you had sufficient opportunity to thoroughly discuss the implications of
this Agreement with independent advisors of your choice prior to signing this Agreement.



(b) You are advised that you should consult with an attorney regarding the waivers and release
contained in this Agreement.



(c) You are further advised that you have twenty-one (21) days from the receipt of this
Agreement within which to consider this Agreement and return it to the Company. You may use as
much or as little of the 21 day period as you feel is necessary. Any changes to this Agreement
made after it is initially presented, whether material or non-material, will not restart the
twenty-one (21) day period.



(d) In addition, you have a period of seven (7) days following the execution of this Agreement
in which you may revoke the Agreement.



(e) Any sums called for in this Agreement will not be paid to you until after the expiration
of the revocation period.



(f) In signing this letter, you agree that you have not been induced to execute this letter or
the releases herein by any representatives or agreements other than what is expressly set forth in
this letter.



14. Amendment



This Agreement and General Release may not be modified, altered or changed except upon express
written consent of both parties wherein specific reference is made to this Agreement and General
Release.



15. Entire Agreement



This Agreement and General Release sets forth the entire agreement between the parties hereto,
and fully supersedes any prior agreements or understandings between the parties, except for the
provisions of the 2003 Employment Agreement which, as set forth in Section 7 above, are intended
to survive the termination of your employment, and except for those provisions of the 2003
Employment Agreement which are specifically exempted from the General Release as set forth in
Section 5 of this Agreement. You acknowledge that you have not relied on any representations,
promises, or agreements of any kind made to you in connection with your decision to accept this
Agreement and General Release, except for those set forth in this Agreement and General Release.



16. Effective Date of Agreement



This Agreement will become effective on the eighth day after it is executed by you, provided
you have not revoked the Agreement within the revocation period.



We would like to extend our sincere hope for success in your future endeavors.



Very truly yours,



     



HAVING HAD A REASONABLE PERIOD OF TIME TO CONSIDER THIS AGREEMENT AND GENE RELEASE, HAVING ELECTED
TO EXECUTE THIS AGREEMENT AND GENERAL, RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND
BENEFITS OF SECTION 2 ABOVE, YOU FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTER INTO THIS
AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS THAT YOU HAVE OR
MIGHT HAVE AGAINST JACUZZI EXCEPT AS OTHERWISE PROVIDED IN SECTION 5 OF THIS AGREEMENT.



IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and
General Release as of the date set forth below:



	 	 	 
	FOR: The Company:

	 	

	/s/ Steven C. Barre

	 	AGREED:
	Steven C. Barre

Senior Vice President, General Counsel and

Secretary

	 	/s/Donald C. Devine

Donald C. Devine

August 10, 2005