Exhibit 10.30
CONSULTING AGREEMENT
     CONSULTING AGREEMENT, dated as of February 23, 2005, by and between American StandardCompanies Inc., a Delaware Company, with its principal place of business at One Centennial Avenue,Piscataway, New Jersey 08855 (the “Company”) and J. Paul McGrath an individual residing at 7 LenapeTrail, Cedar Grove, New Jersey 07009 (“Consultant”).
     WHEREAS, the Company wishes to avail itself of Consultant’s knowledge, expertise andexperience by hiring Consultant as a consultant;
     WHEREAS, Consultant is willing to serve as a consultant to the Company upon the terms andconditions set forth below;
     NOW, THEREFORE, in consideration of their mutual promises, the Company and Consultant agree asfollows:
     1. Effective Date. This Agreement shall become effective on the date first statedabove (the “Effective Date”).
     2. Consulting Services. During the period beginning on the Effective Date andcontinuing for one year thereafter, (the “Consulting Period”), Consultant shall provide to theCompany, consulting services commensurate with his status and experience with respect to suchmatters as shall be reasonably requested from time to time by the Chief Executive Officer, theGeneral Counsel or the Board of Directors of the Company.
     Consultant shall not, by virtue of the consulting services provided hereunder, beconsidered to be an officer or employee of the Company or its affiliates during the ConsultingPeriod, and shall not have the power or authority to contract in the name of or bind the Company orits affiliates, except as may be expressly stated in a written delegation of such authority fromthe Chief Executive Officer or the General Counsel of the Company. Consultant shall perform theservices hereunder as an independent contractor.
     3. Consulting Fees.
     (a) Fixed Fee. During the Consulting Period, the Company shall pay Consultantmonthly in advance a fixed fee at the rate of $8,333.33 per month.
     (b) Expenses. The Company shall also reimburse Consultant for such reasonable travel,lodging and other appropriate expenses incurred by Consultant in the course or on account ofrendering consulting services hereunder in accordance with, and subject to the terms and conditionsof, the expense reimbursement policy applicable to expenses incurred by officers of the Company.
     4. Confidential Information. Without the prior written consent of the Chief ExecutiveOfficer or the General Counsel of the Company, and except to the extent
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required by an order of a court having competent jurisdiction or under subpoena from anappropriate government agency, Consultant shall not disclose to any third person any trade secrets,customer lists, drawings, designs, product development, marketing plans, sales plans, managementorganization, operating policies and manuals, business plans, financial records, any informationrelated to any of the foregoing or other financial, commercial, business or technical informationrelated to the Company or any of its affiliates unless such information has been previouslydisclosed to the public by the Company or an affiliate or has become public knowledge other than byConsultant’s breach of this Agreement.
     5. Indemnity. The Company shall indemnify Consultant for any claim arising out of orin connection with Consultant’s service as a consultant pursuant to the terms of this Agreement inthe same manner and to the same extent as the Company would have indemnified Consultant had heperformed such services as an officer of the Company.
     6. Announcement, Public Comment. Consultant and the Company shall mutually agree uponthe content of any voluntary statements, whether oral or written, to be made by Consultant or theCompany to any third party or parties regarding Consultant’s services as a consultant including,without limitation, any press release or other statements to the press.
     7. Miscellaneous. This Agreement may only be amended by a written instrument signedby the Company and Consultant. Except as otherwise expressly provided hereunder, this Agreementshall constitute the entire agreement between the Company and Consultant with respect to thesubject matter hereof. This Agreement may be executed in counterparts, each of which shall bedeemed an original but all of which together shall constitute one and the same instrument. Anynotices to be given and any payments to be made hereunder shall be delivered in hand or sent byregistered mail, return receipt requested, to the respective party at the address noted above forsuch party or to such other address as either such party shall direct by written notice given inaccordance with this Section 7.
     8. Governing Law. This Agreement shall be governed by the laws of the State of NewJersey, without reference to the principles of conflicts of law.
IN WITNESS, WHEREOF, the parties have executed this Agreement as of the date first written above.   American Standard Companies Inc.   By: /s/ Lawrence B. Costello     Lawrence B. Costello  Sr. V.P. – Human Resources         By: /s/ J. Paul McGrath     J. Paul McGrath
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