Form of Restricted Stock Award Agreement under the 2004 Rayovac Incentive Plan.



 Exhibit 10.4 
  
 FORM OF AWARD AGREEMENT 
 RAYOVAC CORPORATION 
 RESTRICTED STOCK AWARD AGREEMENT 
 FOR EMPLOYEES 
  
 This agreement is made and entered into, effective as of
                     (the “Effective Date”), by and between Rayovac Corporation, a Wisconsin corporation (the “Company”),
and                      (the “Employee”) pursuant to The 2004 Rayovac Incentive Plan (the “Plan”) and the terms and
conditions of this Rayovac Corporation Restricted Stock Award Agreement (the “Agreement”) as set forth below. 
  
 1. Grant of Award. Pursuant to the Plan and subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the
Employee an award (the “Award”) of              shares of the Company’s common stock, par value $.01 per share (“Common Stock”), subject to certain
restrictions (individually, a “Share” and collectively, the “Shares”). The Employee acknowledges that he/she has received from the Company a copy of the Plan and any prospectus relating thereto. 
  
 2. Restrictions. Until the restrictions set forth in this Agreement or
in the Plan lapse, the Shares shall be subject to the following restrictions: 
  
 (a) Continued Employment. Except as otherwise specifically provided herein, the Employee’s rights under this Agreement are conditioned on the Employee remaining in the employment of the Company or its
subsidiaries or affiliates. 
  
 (b) Transfer. The Shares
may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered in any manner by the Employee. 
  
 (c) No Section 83(b) Election. With respect to the Shares awarded pursuant to this Agreement, the Employee agrees not to make the election provided
for under section 83(b) of the Internal Revenue Code of 1986, as amended. 
  
 3. Lapse of Restrictions. 
  
 (a) General. Subject to the terms of this Agreement, restrictions as to all of the shares shall lapse on                     .

  
 (b) Forfeiture of Shares. Notwithstanding anything
contained herein to the contrary, upon the Employee’s termination of employment with the Company and all of its subsidiaries and affiliates for any reason, the Employee shall forfeit all Shares subject to restrictions that have not lapsed as of
such termination, and the Employee shall have no further rights with respect to those Shares. Shares that are no longer subject to restrictions at the time of the Employee’s termination shall not be forfeited. 







 (c) Termination of Restrictions. Notwithstanding the foregoing, the Compensation Committee of the
Board shall have the power, in its sole discretion, to accelerate the expiration of the applicable restriction period, to waive any restriction with respect to any part or all of the Shares or to waive the forfeiture of Shares and retain
restrictions on Shares that would have been forfeited pursuant to the terms of this Agreement. 
  
 4. Certificates. While the Shares awarded to the Employee are subject to the restrictions set forth in the Plan and in this Agreement, the Employee’s rights to those Shares will be reflected as a book
entry in the records of the Company. After and to the extent that such restrictions lapse pursuant to the terms of the Plan and this Agreement, certificates representing the Shares owned by the Employee, after taking into account any Shares withheld
to cover the taxes with respect to the lapsing of the restrictions on those Shares, will be delivered to the Employee as soon as practicable after the Employee requests that the Company or its agent deliver the certificates or, if earlier, when the
certificates are delivered to the Employee as determined by the Company or its agent. 
  
 5. Change in Control. As more particularly provided in the Plan, all restrictions with respect to any of the Shares that have not been previously forfeited as provided in this Agreement shall expire and lapse
upon the occurrence of a Change in Control (as defined in the Plan). If a Change in Control has occurred, all restrictions on the Shares shall expire immediately before the effective date of the Change in Control. 
  
 6. Incorporation of Plan; Defined Terms. The Plan is incorporated
herein by reference and made a part of this Agreement as if each provision of the Plan were specifically set forth herein. In the event of a conflict between the Plan and this Agreement, the terms and conditions of the Plan shall govern. Unless
otherwise expressly defined in this Agreement, all capitalized terms in this Agreement shall have the meanings given such terms in the Plan. 
  
 7. Miscellaneous. 
  
 (a) Successors; Governing Law. This Agreement shall bind and inure to the benefit of the parties, their heirs, personal representatives, successors
in interest and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. 
  
 (b) Dividends. The Company shall have the discretion to pay to the Employee any special or regular cash dividends declared by the Board, or to
defer the payment of cash dividends until the expiration of the restrictions with respect to the Shares, or reinvest such amounts in additional shares of restricted stock. Any cash 

  

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payments of dividends that become payable to the Employee with respect to any of the Shares that remain subject to restrictions hereunder may, in the
Company’s discretion, be net of an amount sufficient to satisfy any federal, state and local withholding tax requirements with respect to such dividends. 
  

(c) Continued Employment. The Agreement does not constitute a contract of employment. Participation in the Plan does not give the Employee the
right to remain in the employ of the Company or its subsidiaries or affiliates and does not limit in any way the right of the Company or a subsidiary or affiliate to change the duties or responsibilities of the Employee. 
  
 (d) Amendment. The Company may amend this Agreement or modify the
provisions for the termination of the restrictions on the Shares without the approval of the Employee to comply with any rules or regulations under applicable tax, securities or other laws or the rules and regulations thereunder or any applicable
exchange listing standards, or to correct any omission in this Agreement. 
  
 (e) Payment of Taxes Due. No later than the date as of which an amount first becomes includible in the gross income of the Employee for income tax purposes with respect to the Award, Employee shall pay to the
Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law or applicable regulation to be withheld (collectively, “Taxes”) with respect to such
amount. Withholding obligations arising from the Award may be settled with Common Stock, including the Shares that give rise to the withholding requirement. The obligations of the Company to deliver the Shares shall be conditional on such payment or
arrangements. The Company, its subsidiaries and its affiliates shall, to the extent permitted by law, have the right to, at the Company’s election and in the Company’s sole discretion, (i) deduct any such taxes from any payment otherwise
due to the Employee or (ii) withhold such portion of the Shares that give rise to the withholding requirement in satisfaction of such requirement. 
  

			
	 RAYOVAC CORPORATION

		
	 By:
	 	  


	 	 	 Kent J. Hussey

	 	 	 President and Chief Operating Officer


  

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