Exhibit 10.1
 EMPLOYMENT AGREEMENT
 EMPLOYMENT AGREEMENT Employment Agreement Company Executive
 WHEREAS Section 9(f)
 WHEREAS
 NOW THEREFORE
 Employment
 Term of Employment and Automatic Renewal 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. Employment Period Section 2 Section 9(d) Section 9(e)




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Section 9
 Position and Responsibilities Board CHATT
 Compensation
 Base Salary Base Salary
 Bonus Fiscal
2010
 Car Allowance
 Benefit Plans
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Business Expenses
 Vacation provided however
 Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement Exhibit A Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement
 Termination
 Death Section 9(a) Accrued Benefits
 Due Cause Due Cause
 (i)
    
    Executives material breach of any of Executives obligations
under (a) the Confidentiality, Inventions, Non-Competition and Non-Solicitation
Agreement, (b) this Employment Agreement, (c) any Subscription Agreement
pursuant to which Executive is issued or acquires equity interests in CHATT,
(d) to the extent party thereto, the Amended and Restated Unitholders Agreement
of CHATT, dated as of June 28, 2004, as in effect from time to time, (e) to the
extent party thereto, 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 or (f) to the
extent party thereto, the Registration Rights Agreement of CHATT, dated
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as of June 28, 2004, by and among the parties thereto, as in effect from time
to time; 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 3of 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 the Senior Vice President  Operations 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.
 Section 9(b)
 Permanent Disability Section 9(c) Section 9(c) Permanent Disability
 Termination by the Company without Due Cause Section 9(d) as amended Section 9(d) Section 9(d)
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Voluntary Resignation by Executive Section 9(e) provided however Good Reason 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.
 General Release Sections 9 Exhibit
B Affiliates
 Mitigation
 Survival Section 9
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Attorneys Fees
 Executive Assistance Section 11
 Effect of Prior Agreements
 Modification and Waiver
 Severability
 Notices
 6




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th
  
  
   Section 15
 Third Party Beneficiaries
 Headings
 Governing Law; Arbitration
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Non-Assignabilitv/Binding Effect
 No Strict Construction
 Conformance with Code Section 409A Section 409A
  8




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AMES TRUE TEMPER, INC.By:
Its:
    
    /s/ Duane R. Greenly

President and Chief Executive OfficerEXECUTIVE/s/Daniel YurovichDaniel Yurovich
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EXHIBIT A
 CONFIDENTIALITY, INVENTIONS,  NON-COMPETITION AND NON-SOLICITATION AGREEMENT
 
 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.




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(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).
 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
 A-2




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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.(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.
 A-3




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(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; (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
 A-4




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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 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)).
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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:
   (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.
 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.
 A-6




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(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:
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If to the Company:
 th
  
 With a copy to:
 
 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.
 A-8




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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.
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IN WITNESS WHEREOF
 EXECUTIVE:CHATT HOLDINGS LLC
 A-10




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EXHIBIT B
 SEPARATION AGREEMENT AND GENERAL RELEASE
 AMES TRUE TEMPER, INC. Company Agreement
 Separation Date  Separation Date
 Consideration of Company insert
consideration as set forth in Employment Agreement
 Executive Release of Rights et seq et seq et seq et seq et seq
 Waiver of Reinstatement
 No Disparagement or Encouragement of Claims
 B-1




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Cooperation of Executive
 Non-admission/Inadmissibility
 Severability
 Governing Law
 Scope of Agreement
 Revocation Period [name] [ insert title, and
address ]
 B-2




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Voluntary Execution of Agreement
 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; ande.
    
    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.
 Nondisclosure
 COMPANYBy:Executive SignatureTitle:Dated:
    
    
    
    
    
    Dated:
 B-3