Retention Agreement dated as of November 10, 2008




 Exhibit 10.5 
 RETENTION AGREEMENT 
 THIS RETENTION AGREEMENT (this “Agreement”) is entered into and
effective as of the 10th day of November, 2008 (“Effective Date”) by and between Spectrum Brands, Inc. (the “Company”), and Kent J. Hussey (the “Executive”). 
 WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Board”) believes that the next twelve to fifteen months will
be a critical period for the future success of the Company; and 
 WHEREAS, the Company and the Executive have entered into that certain
Amended and Restated Employment Agreement with the Executive dated as of April 1, 2005, as amended by that certain Amendment to Amended and Restated Employment Agreement dated as of June 29, 2007 and that certain Second Amendment to
Amended and Restated Employment Agreement dated as of June 9, 2008 (collectively, the “Employment Agreement”); and 
 WHEREAS,
the Board believes that ensuring that the continuing services of the Executive are provided during this period, the Board has authorized executive management of the Company to provide the Executive with a Retention Incentive upon the terms and
conditions set forth herein, and the Executive is willing and able to continue his employment to achieve such Retention Incentive on such terms and conditions. 
 NOW, THEREFORE, for and in consideration of the premises and mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and the Executive hereby agree as follows: 
  

	1.	Retention Period. 

 The retention period shall be
the period from the Effective Date through and including December 31, 2009 (the “Retention Period”). 
  

	3.	Retention Incentive 

  

	 	a.	To the extent the Executive remains employed by the Company through the Retention Period, at certain times during the Retention Period the Executive shall be paid a cash
“Retention Incentive” in an amount equal to $1,237,500, which equals 150% of Executive’s annual base salary in effect as of the Effective Date, as follows: 

  

	 	(i)	If the Executive is actively employed by the Company on December 31, 2008, the Executive will be paid, on the Company’s first payroll date following December 31,
2008, 50% of the Retention Incentive, less deductions required by law. 

  

	 	(ii)	If the Executive is actively employed by the Company on December 31, 2009, the Executive will be paid, on the Company’s first payroll date following December 31,
2009, 50% of the Retention Incentive, less deductions required by law. 

  

	 	b.	If, before the end of the Retention Period, there occurs a Change in Control (as defined in the Employment Agreement), any portion of the Retention Incentive not yet paid to
Executive, less deductions required by law, shall be paid to Executive upon the Change in Control. 

  

	 	c.	Nothing in this Agreement shall be construed to deprive Executive of any rights to receive annual incentive bonus payments, if any, made in the ordinary course by the Company to its
senior executives, subject to approval by the Board based upon the recommendation of the Compensation Committee of the Board or any previously communicated retention programs. 

  

	4.	Termination of Employment Prior to the End of the Retention Period. 

  

	 	a.	The Company shall have the right to terminate the Executive’s employment at any time, and the Executive shall have the right to terminate his employment at any time. Any such
termination shall have the effects described in this Section 4. 

  

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	 	b.	If before the end of the Retention Period, (i) the Executive’s employment is considered to have been terminated by the Executive as a result of a “Constructive
Termination” (as defined in the Employment Agreement), or (ii) the Company terminates Executive’s employment without “Cause” (as defined in the Employment Agreement), the Executive shall be paid, on the first day of the
seventh calendar month following such termination, the Retention Incentive that would have been paid to Executive but for the early termination of Executive’s employment for the entire Retention Period. 

  

	 	c.	If the Executive voluntarily ends his employment other than pursuant to a Constructive Termination or his employment is terminated by the Company for Cause before the end of the
Retention Period, the Executive shall forfeit any and all Retention Incentive payments, unless any such payments have been made to the Executive pursuant to Section 4(a) of this Agreement, in which case such payments will be retained by the
Executive. 

  

	5.	Existing Employment Agreement 

 This Agreement shall
not supersede, but shall be supplemental to, any Employment Agreement, other contract of employment or other agreement in effect between the Company and the Executive governing the terms and conditions of the Executive’s employment with the
Company as of the date of execution hereof. Notwithstanding the foregoing, and notwithstanding any provision of any Employment Agreement to the contrary, any Retention Incentive paid to the Executive pursuant to this Agreement will not be taken into
account in determining any amounts payable to the Executive pursuant to the term of any Employment Agreement. 
  

	6.	Successors and Assigns. 

 This agreement shall be
binding upon the Executive, without regard to the duration of his employment by the Company or reasons for the cessation of such employment, although the obligations of the Executive are personal and may be performed only by him. The Company may
assign this Agreement without Executive’s consent, but any such assignment shall not relieve the Company of its obligations hereunder. 
 [Signatures on following page] 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 SPECTRUM BRANDS, INC. 
  

									
			
	 By:
	 	/s/    John T. Wilson	 	
		 	John T. Wilson, Vice President, Secretary and General Counsel

 EXECUTIVE: 

							
		
	/s/    Kent J. Hussey	 	
	 Kent J. Hussey


  

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