Exhibit 10.25

                       TIME BASED PHANTOM EQUITY AGREEMENT

         TIME BASED PHANTOM EQUITY  AGREEMENT  (this  "Agreement") is made as of
_______________  1998, by and between  Remington  Products  Company,  L.L.C.,  a
Delaware  limited  liability  company  (the  "Company"),  and  _________________
("Executive").

         WHEREAS, on the terms and subject to the conditions hereof, the Company
desires to grant  Executive  certain  rights in any increase in the value of the
equity of the Company under certain events.

         NOW,   THEREFORE,   in  order  to  implement   the   foregoing  and  in
consideration  of  the  mutual   representations,   warranties,   covenants  and
agreements contained herein, the parties hereto agree as follows:

         1 Definitions.  For the purposes of this Agreement, the following terms
shall have the meanings set forth below:

                  1.1 "Agreement": the meaning set forth in the preface.

                  1.2  "Applicable  Percentage":  the  percentage  set  forth in
Schedule A attached hereto; provided, that such percentage may be adjusted, from
time to time, by the Management Committee pursuant to Section 12.2 herein. .

                  1.3 "Cause": termination of the employment of Executive by the
Company or any  subsidiary  thereof due to (a) the commission by Executive of an
act  of  fraud  or  embezzlement   (including  the  unauthorized  disclosure  of
confidential   or  proprietary   information  of  the  Company  or  any  of  its
subsidiaries  which results in material  financial loss to the Company or any of
its subsidiaries),  (b) the commission by Executive of a felony, (c) the willful
misconduct of Executive as an employee of the Company or any of its subsidiaries
which is reasonably likely to result in material injury or financial loss to the
Company or any of its  subsidiaries  or (d) the willful  failure of Executive to
render services to the Company or any of its subsidiaries in accordance with the
terms of Executive's  employment  which failure amounts to a material neglect of
Executive's  duties  to the  Company  or any of its  subsidiaries.  In the event
Executive  terminates his employment and at such time Executive was under active
investigation by the Company or any of its subsidiaries for possible termination
for Cause and  thereafter  the  Company  makes a good faith  determination  that
sufficient facts existed to support Executive's termination for Cause or, within
45 days  following  such  resignation,  the  Company or any of its  subsidiaries
obtains information which, if known prior to Executive's resignation, would have
permitted the Company to terminate  Executive for Cause,  the Executive shall be
deemed

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terminated for Cause for all purposes of this Agreement notwithstanding the fact
that Executive had resigned.


                  1.4  "Common  Units":  the common  units of the Company or the
common stock of a corporation that is the successor of the Company.

                  1.5 "Company": the meaning set forth in the preface.

                  1.6  "Company  Sale":  the  meaning  set forth in the  Limited
Liability  Company  Agreement.  Under no  circumstances  that a Company  Sale be
deemed to include liquidation or bankruptcy of the Company.

                  1.7  "Disability":  the  inability of Executive to perform the
essential   functions   of   Executive's   job,   with  or  without   reasonable
accommodation,  by reason of a physical or mental  infirmity,  for a  continuous
period of six months. The period of six months shall be deemed continuous unless
Executive returns to work for at least 30 consecutive  business days during such
period and performs during such period services at the level and competence that
were performed prior to the beginning of the six-month period.  The date of such
Disability  (for  purposes  of  determining  the  date  of  the  termination  of
Employment  in the event of such  Disability)  shall be on the first day of such
six-month period.

                  1.8  "Employee":  any employee (as defined in accordance  with
the regulations and revenue rulings then applicable under Section 3401(c) of the
Internal  Revenue  Code  of  1986,  as  amended)  of the  Company  or any of its
subsidiaries,  and the term  "Employment"  shall  include  service as a part- or
full-time Employee to the Company or any of its subsidiaries

                  1.9 "Equity": the Common Units and Preferred Capital

                  1.10 "Fair Market Value": the average of the closing prices of
the sales of the Company's Common Units on all securities exchanges on which the
Common  Units may at the time be listed,  or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day the Common Units
are not so listed, the average of the representative bid and asked prices quoted
in the  NASDAQ  System as of 4:00  p.m.,  New York  time,  or, if on any day the
Common Units are not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic  over-the-counter  market as
reported by the National Quotation Bureau Incorporated, or any similar successor
organization,  in each such case averaged over a period of 21 days consisting of
the day as of  which  the Fair  Market  Value  is  being  determined  and the 20
consecutive  business days prior to such day, plus in each case the value of the
outstanding  Preferred  Capital,  if  any,  determined  in  good  faith  by  the
Management  Committee.  If at any time the  Common  Units are not  listed on any
securities  exchange  or quoted  in the  NASDAQ  System or the  over-the-counter
market, the Fair Market Value shall be the fair value

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of the Equity  determined in good faith by the Management  Committee taking into
consideration  the current,  historical and projected  EBITDA of the Company and
recognizing that control of the Company is not being sold at such time.

                  1.11 "Financing Default":  an event which would constitute (or
with notice or lapse of time or both would constitute) an event of default under
any of the following as they may be amended,  supplemented or modified from time
to time: (a) the Credit and Guarantee Agreement and Indenture (collectively, the
"Senior Financing  Agreements") dated as of May 23, 1996, as amended,  among the
Company and the financial  institutions,  agents and trustees party thereto, and
any  extensions,  renewals,  refinancings  or refundings  thereof in whole or in
part;  (b) any  provision  of the Limited  Liability  Company  Agreement  or the
certificate of incorporation or limited  liability  company  agreement of any of
its subsidiaries, as the case may be, as in effect on the Grant Date and (c) any
of the securities issued pursuant to or whose terms are governed by the terms of
any of the  agreements  set  forth  in  clauses  (a)  and  (b)  above,  and  any
extensions, renewals, refinancings or refundings thereof in whole or in part

                  1.12 "Fully Diluted Basis":  assumes all outstanding  options,
warrants and other rights to receive Common Units are fully vested and have been
exercised,  excluding  any  Phantom  Equity  Payment  (as  defined in Section 3)
hereunder.

                  1.13 "Grant Date":   ___________.

                  1.14 "IPO" : the consummation of an initial public offering of
Common  Units or common  stock of a  corporation  that is the  successor  to the
Company or which owns, directly or indirectly, more than 50% of the Common Units
of the Company or its successor.

                  1.15 " IPO Exit  Transaction"  means the first  date after the
consummation of an IPO on which Vestar Equity Partners, L.P., a Delaware limited
partnership and its affiliates  (not including  employees of the general partner
of Vestar) own less than 10% of the Common Units.

                  1.16 "Limited  Liability Company  Agreement" : the Amended and
Restated Limited Liability Company Agreement of the Company, dated as of May 16,
1996, by and between RPI Corp.  (formerly Remington Products,  Inc.), a Delaware
corporation,  Vestar Shaver Corp.,  a Delaware  corporation  ("Shaver"),  Vestar
Razor Corp., a Delaware  corporation  ("Razor"),  and the individuals  listed as
management  members on Schedule A thereto,  as the same may be amended from time
to time.

                  1.17   "Management   Committee":   the  Company's   Management
Committee or any board of directors or similar  governing body of a successor to
the Company.

                  1.18 "Payment  Date" : the date that is no later than the 60th
day after the occurrence of the Payment Event.


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                  1.19 "Payment  Event" : the occurrence of any of the following
(a) a Company Sale, (b) an IPO (c) termination of Executive's Employment because
of  death  or  Disability,  or (d)  at  the  Company's  option,  termination  of
Executive's Employment for any reason other than death or Disability.

                  1.20  "Phantom  Equity  Payment":  the  meaning  set  forth in
Section 3 below.

                  1.21 "Preferred Capital": the preferred capital of the Company
or the preferred stock of a corporation that is the successor of the Company.

                  1.22  "Residual  Equity  Value":  (a) in the case of a Company
Sale, the aggregate net amount (including cash, non-cash and any deferred payout
amounts)  available for distribution to the issued and outstanding  Equity (on a
Fully Diluted Basis),  after the payment of all fees and expenses of the Company
incurred in connection  with such sale, (b) in the case of an IPO, the valuation
of the Company's Equity implied in the public  offering,  after giving effect to
the  shares  issued  in such  IPO,  and  (c) in the  case  of a  termination  of
Employment,  Fair Market Value of the issued and outstanding  Equity (on a Fully
Diluted Basis) as of the last day of the last fiscal quarter ending  immediately
prior to the occurrence of such termination of Employment.

                  1.23   "Securityholders    Agreement":   the   Securityholders
Agreement dated as of May 16, 1996 among Shaver,  Razor,  Vestar Equity Partners
L.P., Victor K. Kiam, II and other equity holders of the Company.

                  1.24 "Vested Percentage" 100% upon the occurrence of an IPO, a
Company Sale and immediately  prior to any  reorganization of the Company from a
limited  liability company to a corporation which is necessitated by an IPO or a
Company  Sale;  provided,  that  if the  proposed  IPO or  Company  Sale  is not
consummated  after a reorganization,  the Vested Percentage shall  automatically
revert to zero.

         2 Confirmation of Grant, Phantom Equity Payment.  Pursuant to the terms
and subject to the  conditions set forth in this  Agreement,  the Company hereby
evidences and confirms the grant to  Executive,  effective on the Grant Date, of
the right to receive  the  Phantom  Equity  Payment.  Upon the  occurrence  of a
Payment Event resulting from a Company Sale or IPO,  Executive shall be entitled
to receive an amount equal to the Vested Percentage of the Applicable Percentage
of the Residual Equity Value (the "Phantom Equity Payment").

                 2.1 Company  Sale.  If the Payment  Event is a Company Sale, at
the Company's option:
               
               (a) on the Payment Date, the Company shall pay the Phantom Equity
          Payment first by the cancellation of indebtedness,  if any, owing from
          Executive to the Company or any of its  subsidiaries and the remainder
          by the Company's  delivery of a check or wire transfer of  immediately
          available  funds for the remainder of the Phantom Equity  Payment,  if
          any; or


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               (b)  immediately  prior to the closing of the Company  Sale,  the
          Company  shall  convert the  Applicable  Percentage  into an identical
          percentage  of the issued and  outstanding  Equity (on a Fully Diluted
          Basis) and issue to Executive  certificates for the appropriate number
          of  Common  Units  and  Preferred  Capital  of the  Company,  in  full
          satisfaction  of the Phantom Equity  Payment due Executive  hereunder;
          provided,  that if the Company Sale is structured to include  non-cash
          consideration,  the Company shall assure that the  Executive  receives
          such portion of the Phantom  Equity Payment in cash and the balance in
          Common Units and Preferred  Capital of the Company in order to provide
          Executive  with  sufficient  funds to pay any Federal and state income
          taxes that will result from the receipt of the Phantom Equity Payment.

In the event  Executive  fails or  refuses  to  comply,  if  required,  with the
provisions of Section 5, or to execute the Limited  Liability  Company Agreement
and Securityholders Agreement, the obligation of the Company to make any Phantom
Equity Payment to Executive under this Agreement shall immediately cease.

                 2.2 IPO If the Payment  Event is an IPO,  on the Payment  Date,
the Company shall pay the Phantom  Equity Payment first by the  cancellation  of
indebtedness,  if  any,  owing  from  Executive  to  the  Company  or any of its
subsidiaries and the remainder, at the Company's option:

               (a) by the  Company's  delivery  of a check or wire  transfer  of
          immediately  available  funds for the remainder of the Phantom  Equity
          Payment, if any, or

               (b) by the  Company's  delivery  of a check or wire  transfer  of
          immediately available funds in an amount equal to 40% of the remainder
          of the  Phantom  Equity  Payment,  if any,  and the  delivery of stock
          certificates  for the  appropriate  number  of  common  shares  of the
          Company  at the  IPO  price  for the  balance  of the  Phantom  Equity
          Payment.

If Executive  fails or refuses to comply,  if required,  with the  provisions of
Section  5,  or  to  execute  the  Limited   Liability   Company  Agreement  and
Securityholders  Agreement,  the  obligation  of the Company to make any Phantom
Equity Payment to Executive under this Agreement shall immediately cease.

          3 Termination of Employment

                 3.1 Solely for purposes of this  Section 3 and  notwithstanding
anything to the contrary contained herein, Vested Percentage shall be determined
by the following Time Criteria and Event Criteria:

               (a) Time Criteria: (i) 20% after the expiration of 12 months from
          the Grant Date;  (ii) 40% after the  expiration  of 24 months from the
          Grant Date; (iii) 60% after the expiration of 36 months from the Grant
          Date; (iv) 80% after the expiration of 48 months

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         from the Grant  Date;  and (v) 100% after the  expiration  of 60 months
         from the  Grant  Date;  provided,  that if  Executive's  Employment  is
         terminated  prior to the third  anniversary  of the Grant  Date for any
         reason other than  Disability  or death,  or at any time by the Company
         for Cause,  the time based  portion of the Vested  Percentage  shall be
         equal to zero; provided, further, that if the Executive's Employment is
         terminated by the Company without Cause prior to the third  anniversary
         of the Grant  Date and a Company  Sale  occurs  less than 90 days after
         such termination, the Time Criteria portion of the Vested Percentage as
         of the  date of  termination  of  Employment  shall  be  determined  in
         accordance  with  clauses (i)  through (v) above but the Payment  Event
         shall be deemed a Company Sale; and

               (b)  Event  Criteria:  (i)  Company  Sale,  (ii)  IPO  and  (iii)
          immediately prior to any  reorganization of the Company from a limited
          liability  company to a corporation which is necessitated by an IPO or
          a Company Sale; provided,  that if the proposed IPO or Company Sale is
          not consummated  after a  reorganization,  the Event Criteria shall be
          deemed not to have been satisfied.

                 3.2 Upon  termination of Executive's  Employment for any reason
other than death or  Disability,  the  Company  shall  have the  option,  at the
Company's  sole  discretion,  of waiving the Event  Criteria and  treating  such
termination  as a Payment  Event in which  case the Vested  Percentage  shall be
determined  solely by  reference to the Time  Criteria.  If the Company does not
elect to waive the Event Criteria,  the Company shall have no obligation to make
any Phantom  Equity  Payment  until the Event  Criteria  shall be met.  Upon the
occurrence  of the Event  Criteria,  the Company shall pay Executive the Phantom
Equity  Payment in  accordance  with Section 2, but the Time  Criteria  shall be
determined as of the date of termination of Employment.

                  3.3 Upon termination of Executive's  Employment as a result of
death or  Disability,  or in the  event  the  Company  elects to waive the Event
Criteria,  the Vested  Percentage shall be determined solely by reference to the
Time Criteria and on the Payment Date,  the Company shall pay the Phantom Equity
Payment first by the cancellation of indebtedness,  if any, owing from Executive
to the Company or any of its  subsidiaries  and the remainder,  at the Company's
option:

               (a) by the  Company's  delivery  of a check or wire  transfer  of
          immediately a available  funds for the remainder of the Phantom Equity
          Payment, if any; or

               (b) by the  Company's  delivery  of a check or wire  transfer  of
          immediately  available  funds for an amount  equal to one fifth of the
          remainder of the Phantom Equity Payment,  if any, and by the Company's
          delivery of an unsecured subordinated  promissory note (which shall be
          subordinated and subject in right of payment only to the prior payment
          of any funded  indebtedness  outstanding)  of the  Company (a "Payment
          Note") in a  principal  amount  equal to the  balance  of the  Phantom
          Equity Payment,  payable in four equal annual installments  commencing
          on the first anniversary of the issuance thereof and

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         bearing interest payable annually at the publicly  announced prime rate
         of Chase Manhattan Bank, N.A., on the date of issuance and each June 30
         and December 31 thereafter.

         4  Suspension of Phantom Equity Payment.

                 4.1 Notwithstanding  anything to the contrary contained in this
Agreement,  the Company shall not be obligated to pay the Phantom Equity Payment
at any time pursuant to Sections 2 and 3,  regardless of whether a Payment Event
has occurred,  to the extent that (a) such Phantom Equity Payment (together with
any other Phantom Equity Payments  pursuant to other Phantom Equity  Agreements)
would result (i) in a violation of any law, statute,  rule,  regulation,  order,
writ,  injunction,  decree or judgment  promulgated  or entered by any  federal,
state,  local or  foreign  court or  governmental  authority  applicable  to the
Company  or any of its  subsidiaries  or any of its or their  material  property
(which  violation  is  material  to the  Company)  or (ii) after  giving  effect
thereto,  in a Financing  Default,  or (b) if immediately  prior to such payment
there exits a Financing Default which prohibits such payment. The Company shall,
within fifteen days of learning of any such default, so notify Executive that it
is not obligated to pay the Phantom Equity Payment otherwise due hereunder.

                 4.2 Any Phantom  Equity  Payment which the Company is obligated
to make to Executive  pursuant to Sections 2 and 3, but which in accordance with
Section 4.1 is not made on the Payment Date,  shall be paid by the Company on or
prior  to the  fifteenth  day  after  such  date or dates  that it is no  longer
prohibited from making such payment under Section 4.1 (after taking into account
any  payments  to be  made  at  such  time  pursuant  to  other  Phantom  Equity
Agreements), and the Company shall give Executive five days prior written notice
of any such payment.

         5 Investment Representations and Covenants of the Executive.

                 5.1 In the event  Executive is to receive Common Units pursuant
to the  provisions  of Section 2.2,  Executive  shall execute and deliver to the
Company the Securityholders Agreement.

                 5.2 The Executive  acknowledges  and represents  that Executive
has been  advised by the Company  that any Common  Units  delivered to Executive
pursuant to Section 2.2:

                    (a) shall not have been registered under the Securities Act;

                    (b) must be held indefinitely and Executive must continue to
               bear the  economic  risk of such  investment  in the Common Units
               unless the offer and sale of such  Common  Units is  subsequently
               registered  under the  Securities  Act and all  applicable  state
               securities  laws  or  an  exemption  from  such  registration  is
               available;


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                    (c) a  restrictive  legend,  in  the  form  required  by the
               Securityholders  Agreement,  shall be placed on the  certificates
               representing the Common Units;

                    (d) a notation shall be made in the  appropriate  records of
               the  Company  indicating  that the  Common  Units are  subject to
               restrictions   on   transfer   and    appropriate    stoptransfer
               instructions will be issued to the transfer agent with respect to
               the Common Units.

                 5.3 Prior to  receiving  any Common  Units  pursuant to Section
2.2, Executive shall represent and warrant that:

                    (a) Executive's  financial  situation is such that Executive
               can afford to bear the economic  risk of holding the Common Units
               for  an  indefinite  period  of  time,  has  adequate  means  for
               providing   for   Executive's    current   needs   and   personal
               contingencies,  and can  afford  to  suffer  a  complete  loss of
               Executive's investment in the Common Units;

                    (b)  Executive's  knowledge and  experience in financial and
               business matters are such that Executive is capable of evaluating
               the merits and risks of the investment in the Common Units;

                    (c)  Executive  understands  that  the  Common  Units  are a
               speculative  investment  which  involves a high degree of risk of
               loss of Executive's  investment  therein,  there are  substantial
               restrictions on the  transferability  of the Common Units,  there
               may be no public market for the Common Units and, accordingly, it
               may  not be  possible  for  Executive  to  liquidate  Executive's
               investment in case of emergency, if at all.

         6  Call Option.

                 6.1 The Company  shall have the right and option to purchase up
to all of the Common Units received by Executive pursuant to Section 2.2 at Fair
Market Value within 180 days following  termination  of  Executive's  Employment
prior to the first  anniversary  of the Payment  Event (a) by Executive  for any
reason other than Disability, death, retirement or (b) by the Company for Cause.

                 6.2 The Company  shall have the right and option to purchase up
to fifty (50%)  percent of the Common Units  received by  Executive  pursuant to
Section  2.2 at Fair  Market  Value  within 180 days  following  termination  of
Executive's  Employment prior to the second anniversary of the Payment Event (a)
by Executive for any reason other than Disability,  death,  retirement or (b) by
the Company for Cause.

                 6.3 The  Company  shall have the right to  exercise  the option
granted by Sections 6.1. and 6.2 within 180 following the date of termination of
Executives's  Employment by sending written notice to Executive of its intention
to  purchase  the Common  Units,  specifying  the  number of Common  Units to be
 .

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purchased  Subject to the  provisions  of Section 4, the closing of the purchase
shall take place at the principal  office of the Company on a date  specified by
the Company no later than the 60th day after the giving of the written notice to
Executive.  The Company  shall pay the  purchase  price for the Common  Units it
purchases against delivery of the certificates or other instruments representing
the Common Units so purchased,  duly endorsed.  first,  by the  cancellation  of
indebtedness,  if  any,  owing  from  Executive  to  the  Company  or any of its
subsidiaries  and the  remainder,  by the Company's  delivery of a check or wire
transfer of  immediately  a available  funds for the  remainder  of the purchase
price, if any.

                 6.4 Solely for the purposes of this  Section 6, in  determining
the Fair  Market  Value of the  Common  Units to be  purchased,  the  Management
Committee may, in good faith, take into  consideration the fact that the sale by
Executive of such shares may negatively  impact the price of the publicly traded
Common Units.

                 6.5 Notwithstanding  anything to the contrary contained herein,
the Company's right and option to purchase Common Units pursuant to this Section
6shall  automatically  terminate upon the occurrence of a Company Sale or an IPO
Exit Transaction.

         7 Transfers of Phantom Equity Payment. Executive may transfer the right
to receive the Phantom Equity Payment only upon his death pursuant to applicable
laws of descent and  distribution.  Any  transfer or  attempted  transfer of the
right to receive the Phantom  Equity  Payment in violation  of any  provision of
this Agreement shall be void.

         8 Tax Withholding. Whenever any cash payment is to be made hereunder or
Common  Units are to be issued  pursuant  to the  terms of this  Agreement,  the
Company  shall have the power to  withhold,  require  Executive  to remit to the
Company in cash or offset against any amounts otherwise payable to Executive, an
amount sufficient to satisfy all Federal,  state, local and foreign  withholding
tax requirements relating to such transaction and the Company may defer any cash
payment or issuance of Common Units until such requirements are satisfied.

         9  Executive's  Employment  by the Company.  Nothing  contained in this
Agreement  shall be deemed to  obligate  the  Company or any  subsidiary  of the
Company  to employ  Executive  in any  capacity  whatsoever  or to  prohibit  or
restrict the Company (or any such subsidiary) from terminating the employment of
Executive at any time or for any reason whatsoever, with or without Cause.

         10  Administration  by Management  Committee.  This Agreement  shall be
administered  by the  Management  Committee,  which  shall  have full  power and
authority to construe and administer this Agreement as it may deem advisable.

         11 Binding  Effect.  The provisions of this Agreement  shall be binding
upon and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.

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         12 Amendments: Adjustment of Applicable Percentage.

                 12.1 This  Agreement  may be amended only by a written  consent
signed by the parties hereto;  provided,  that, the Management Committee may, in
good faith, make whatever  modifications to this Agreement may be necessary as a
result  of any  reorganization  of  the  Company  required  in  connection  with
refinancing  of the Company's  outstanding  debt for money  borrowed.  Executive
shall  be  notified  in  writing  of any such  modification  or  change  to this
Agreement.  No waiver by any party hereto of any of the provisions  hereof shall
be effective unless set forth in a writing executed by the party so waiving.

                 12.2 The Management  Committee may, in good faith, from time to
time make  appropriate  adjustments  to the  Applicable  Percentage set forth in
Schedule A attached hereto as a result of the issuance of new Equity (to include
but not be limited to:  Common  Units,  Preferred  Capital,  options,  rights or
warrants to acquire Common Units or any security convertible into Equity) by the
Company or the creation of additional or new phantom equity programs.  Executive
shall  be  notified  in  writing  of any  such  modification  to the  Applicable
Percentage.

         13 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance  with the laws of the State of New York without regard to
the conflicts of law principles thereof.

         14  Jurisdiction.  Any suit action or  proceeding  with respect to this
Agreement,  or any judgment  entered by any court in respect  thereof,  shall be
brought in any court of  competent  jurisdiction  in the State of New York,  and
both the Company and Executive  hereby submit to the exclusive  jurisdiction  of
such courts for the purpose of any such suit,  action,  proceeding  or judgment.
Executive and the Company hereby  irrevocably  waive any objections which either
may now or  hereafter  have to the  laying of the  venue of any suit,  action or
proceeding  arising out of or relating to this Agreement brought in any court of
competent  jurisdiction in the State of New York, and hereby further irrevocably
waive,  any claim that any such suit,  action or proceeding  brought in any such
court has been brought in an inconvenient forum.

         15 Notices. All notices and other communications  hereunder shall be in
writing and shall be deemed to have been duly given when  personally  delivered,
telecopied  (with  confirmation  of  receipt),  two days  after  deposit  with a
reputable  overnight  delivery  service  (charges  prepaid) and three days after
deposit in the U.S. Mail (postage  prepaid and return receipt  requested) to the
address  set  forth  below or such  other  address  as the  recipient  party has
previously delivered notice to the sending party.

                  (i)      If to the Company:

                           Remington Products Company, L.L.C.
                           60 Main Street

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                           Bridgeport CT 06604
                           Attention: General Counsel
                           Telecopy:    203-366-7707

                           and

                           Remington Products Company, L.L.C.
                           c/o Vestar Equity Partners, L.P.
                           245 Park Avenue, 41st Floor
                           New York, NY 10167
                           Attention:       Robert L. Rosner
                           Telecopy:     212-808-4922

                           with a copy to:

                           Kirkland & Ellis
                           655 Fifteenth Street N.W.
                           Washington, D.C. 20005-5793
                           Attention:       Jack M. Feder
                           Telecopy:     202-879-5200

                  (ii)     If to Executive:


         16 Integration.  This Agreement and the documents referred to herein or
delivered   pursuant  hereto  which  form  a  part  hereof  contain  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
thereof,  specifically  including  the prior  grant of or the  promise  to grant
options  for  the  purchase  of  Common  Units  of  the  Company.  There  are no
restrictions,  agreements, promises,  representations,  warranties, covenants or
undertakings  with  respect  to the  subject  matter  hereof  other  than  those
expressly  set forth herein and therein.  This  Agreement  supersedes  any prior
agreements and  understandings  between the parties with respect to such subject
matter,  and shall be deemed to  automatically  terminate  any option  agreement
previously  issued  to  Executive  to  purchase  Common  Units  of the  Company,
including any agreement to issue such options to Executive.

         17   Counterparts.   This   Agreement   may  be  executed  in  separate
counterparts  each of which shall be deemed an  original  and all of which shall
constitute one and the same instrument.

                 18 Rights  Cumulative;  Waiver.  The  rights  and  remedies  of
Executive  and the Company  under this  Agreement  shall be  cumulative  and not
exclusive of any rights or remedies which either would  otherwise have hereunder
or at law or in equity or by statute, and no failure or delay by either party in
exercise any right or remedy shall impair any such right or remedy or operate as
a waiver of such right or remedy,  nor shall any single or partial  exercise  of
any power or right preclude such party's other or further exercise of such power


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or right or the  exercise of any other  power or right.  The waiver by any party
hereto of a breach of any  provision of this  Agreement  shall not operate or be
construed as a waiver of any  preceding or  succeeding  breach and no failure by
either  party to exercise  any right or  privilege  hereunder  shall be deemed a
waiver of such  party's  rights  or  privileges  hereunder  or shall be deemed a
waiver of such  party's  right to exercise  the same at any  subsequent  time or
times hereunder.

         19 Termination of Agreement.  This Agreement and  Executive's  right to
receive any Phantom Equity Payment shall terminate on December 31, 2009.

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


REMINGTON PRODUCTS COMPANY, L.L.C.


By------------------------                   ---------------------------
                                                Executive


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                                   Schedule A
                                       to
            Time Based Phantom Equity Agreement with_________________

                           APPLICABLE PERCENTAGE: __%.


                                       13

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