Exhibit 10.35


                           CHANGE OF CONTROL AGREEMENT


     THIS  AGREEMENT is made as of September  20, 2000 by and between  Remington
Products Company, L.L.C., a Delaware corporation ("Remington"),  and "NAME" (the
"Executive").


                                   WITNESSETH

     WHEREAS,   the  Management  Committee  of  Remington  recognizes  that  the
possibility of a Change of Control (as hereinafter  defined) exists and that the
threat  or the  occurrence  of a Change of  Control  can  result in  significant
distractions  of its  key  management  personnel  because  of the  uncertainties
inherent in such a situation;

     WHEREAS,  the Management  Committee of Remington has determined  that it is
essential  and in the best  interest of Remington  and its members to retain the
services of the Executive in his position as "TITLE" in the event of a threat or
occurrence  of a Change of Control and to ensure his  continued  dedication  and
efforts in such event  without  undue  concern for his  personal  financial  and
employment security;

     WHEREAS,  in order to induce  the  Executive  to  remain  in the  employ of
Remington,  particularly  in the event of a threat or the occurrence of a Change
of Control, Remington desires to enter into this Agreement with the Executive to
provide the  Executive  with  certain  benefits in the event his  employment  is
terminated as a result of, or in connection with, a Change of Control; and

     WHEREAS, the terms of this Agreement have been approved by more than 75% of
the voting power of all outstanding capital stock of Remington.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  respective  agreements  of the
parties contained herein and other good and valuable consideration,  the receipt
and sufficiency of which are hereby acknowledged, it is agreed as follows:

     1. Term of Agreement.  This Agreement  shall commence as of the date hereof
and shall  continue in effect until December 31, 2002;  whereupon,  and, on each
anniversary  thereof  (so long as a Change of  Control  has not  occurred  on or
before  December 31, 2002),  the term of this Agreement shall  automatically  be
extended for an  additional  one-year  period,  unless either the Company or the
Executive  shall have given written  notice to the other at least 180 days prior
thereto  that the term of this  Agreement  shall not be so  extended;  provided,
however,  that so long as the Company (as defined in Section 2.1) has  achieved,
or is reasonably  expected to have  achieved,  an EBITDA of at least $50 million
(the  "Target  EBITDA")  for the most recent  fiscal  year ending  prior to such
anniversary,  the  Company  shall  not be  entitled  to give  such  notice;  and
provided,  further, however, that notwithstanding any such notice by the Company
not to  extend,  the  term of this  Agreement  shall  not  expire  prior  to the
expiration  of twelve (12) months  after the  occurrence  of a Change of Control
during the term of this  Agreement  (as  otherwise  provided  for  herein).  For
purposes of this Section 1, "EBITDA" shall mean earnings before interest, taxes,
depreciation and amortization.

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2.       Definitions.

     2.1. Company and Management Committee.  For purposes of this Agreement, (a)
"Company" shall include Remington and its Successors and Assigns, as applicable,
and (b)  "Board"  shall  mean  the  Management  Committee  (or  other  successor
governing or executive committee, board or other such body) of the Company.

     2.2.  Accrued  Compensation.  For  purposes  of  this  Agreement,  "Accrued
Compensation"  shall mean an amount  which shall  include all amounts  earned or
accrued through the Termination Date (as hereinafter defined) but not paid as of
the Termination Date including (i) base salary, (ii) vacation pay (to the extent
provided by Company (as  hereinafter  defined)  policy or applicable  law),  and
(iii)  compensation   previously   deferred  (including  any  earnings  on  such
deferrals, but excluding any qualified plan deferrals).

     2.3. Base Salary. For purposes of this Agreement,  "Base Salary" shall mean
the  Executive's  annual base salary at the rate in effect on the Effective Date
(as hereafter  defined) or the Termination Date,  whichever is higher, and shall
include all amounts of his base salary that have been  deferred  with respect to
the year in which  the  Effective  Date  occurs  under any  other  agreement  or
arrangement with the Company.

     2.4. Target Bonus and Pro Rata Bonus.  For purposes of this Agreement,  (a)
"Target Bonus" shall mean the Executive's  annual target bonus in effect for the
fiscal year during which the Effective Date occurs,  or in which the Termination
Date occurs,  whichever is higher, and (b) "Pro Rata Bonus" shall mean an amount
equal to the Target Bonus  multiplied  by a fraction,  the numerator of which is
the  number  of days in the  Company's  fiscal  year in  which  the  Executive's
employment  terminates,  during which the Executive  was  employed,  through the
Termination Date, and the denominator of which is 365.

     2.5. Cause. For purposes of this Agreement,  a termination of employment is
for "Cause" if:

          (a)  the  Executive  has been  indicted  for,  or enters a plea of not
               guilty or nolo contendere in connection with, a felony; or

          (b)  the  termination  is evidenced  by a  resolution  adopted in good
               faith by at least a majority of the Board  (excluding the vote of
               the  Executive  if he is on the  Board)  which  states  that  the
               Executive:

          (i)  willfully and  continually  failed  substantially  to perform his
               duties with the Company (other than a failure  resulting from the
               Executive's  incapacity due to physical or mental illness or from
               the assignment of duties to the Executive  that would  constitute
               Good Reason as  hereinafter  defined),  which  failure  continued
               after a written notice of demand for substantial  performance has
               been  delivered  to the  Executive  by the Board  specifying  the
               manner in which the Executive has failed substantially to perform
               and such  failure to  perform  has not been  substantially  cured
               after a period  of at  least  thirty  days  after  the  Executive
               receives such demand, or

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          (ii) willfully  engaged in gross  misconduct which is demonstrably and
               materially injurious to the Company;

               provided,   however,  that  no  termination  of  the  Executive's
               employment  shall be for Cause as set  forth in clause  (b) above
               until the Executive shall have been provided an opportunity to be
               heard in person by the Board upon 30 days' prior written notice.

     2.6.  Change of  Control.  For  purposes  of this  Agreement,  a "Change of
Control" shall mean:

               (a)  prior to an initial  Public  Offering of Common  Stock,  the
                    date Vestar Capital  Partners III,  L.P.,  together with any
                    investor therein or any affiliate thereof ("Vestar"):

               (i)  experiences a reduction in Vestar's  "beneficial  ownership"
                    (within  the  meaning  of Rules  13d-3 and  13d-5  under the
                    Securities  Exchange  Act of 1934,  as amended  (the "Act"),
                    which  shall in any event  include  having the power to vote
                    (or cause to be voted at  Vestar's  direction)  pursuant  to
                    contract,  irrevocable  proxy  or  otherwise),  directly  or
                    indirectly,  in the aggregate,  of the total voting power of
                    the  Company  beneficially  owned by  Vestar  as of the date
                    hereof, whether as a result of the issuance of securities of
                    the  Company,  any  merger,  consolidation,  liquidation  or
                    dissolution of the Company,  any direct or indirect transfer
                    of securities or assets by the Company or otherwise, and

               (ii) does not have the right or ability by voting power, contract
                    or otherwise  to elect or designate  for election a majority
                    of the Board;

               (b) coincident  with or subsequent to an initial Public  Offering
                   of Common Stock, the date that:

               (i)  any  "person"  (as such term is used in  Sections  13(d) and
                    14(d) of the Act),  other than  Vestar,  is or  becomes  the
                    beneficial owner (as defined in clause (a)(i) above,  except
                    that  such  person  shall  be  deemed  to  have  "beneficial
                    ownership"  of all  securities  that any such person has the
                    right  to  acquire,   whether  such  right  is   exercisable
                    immediately or only after the passage of time),  directly or
                    indirectly,  of more than 20% of the total  voting  power of
                    the Company; and

               (ii) Vestar  "beneficially  owns" (as  defined  in clause  (a)(i)
                    above),  directly or indirectly,  in the aggregate, a lesser
                    percentage  of the total  voting  power of the Company  than
                    such other person; and

               (iii)Vestar  does not have the right or ability by voting  power,
                    contract or otherwise  to elect or designate  for election a
                    majority of the Board; or

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               (c)  the date,  following  the  expiration  of any  period of two
                    consecutive years, that individuals, who at the beginning of
                    such period  constituted  the  Management  Committee  of the
                    Company  (together with any new directors  whose election by
                    such Management Committee,  or whose nomination for election
                    by the members of the Company, was approved by a vote of 51%
                    of the  directors  of the  Company  then still in office who
                    were either  directors  at the  beginning  of such period or
                    whose  election or nomination for election was previously so
                    approved)  cease for any reason to  constitute a majority of
                    the Management Committee of the Company then in office.

     For purposes of clauses (a) and (b), Vestar shall be deemed to beneficially
own voting power of a  corporation  held by any other  corporation  (the "parent
corporation") so long as Vestar  beneficially owns,  directly or indirectly,  in
the  aggregate,  a majority of the voting power of the parent  corporation.  For
purposes of clause (b),  "Public  Offering" shall mean the sale of securities of
the Company to the public (x)  pursuant to an effective  registration  statement
filed under the Securities Act of 1933, as amended  (excluding any  registration
of such securities on a Form S-4 or Form S-8) and (y) which results in an active
trading  market  in such  securities  (it being  understood  that such an active
trading market shall be deemed to exist if, among other things,  such securities
are listed on a national securities exchange or on NASDAQ). For purposes hereof,
Vestar  shall be deemed to have voting  power over each  security of the Company
owned by any employee of the Company.

     2.7.  Successors and Assigns.  For purposes of this Agreement,  "Successors
and Assigns" shall mean a corporation or other person or entity acquiring all or
substantially  all of the securities or assets and business of Remington whether
by merger,  purchase,  operation of law or otherwise,  and any affiliate of such
Successors and Assigns.

     2.8. Disability; Retirement.

               (a)  For purposes of this  Agreement,  (i) except as set forth in
                    Section 2.8(b) below,  "Disability" shall mean a physical or
                    mental  infirmity which impairs the  Executive's  ability to
                    substantially perform his normal duties with the Company, as
                    they existed immediately prior to such infirmity,  on a full
                    time basis,  for a period of 120 days in any 365-day period,
                    which  disability  shall be  certified  to the  Company by a
                    physician  of  the  Executive's  choice  who  is  reasonably
                    satisfactory  to the  Company,  and  the  Executive  has not
                    returned   to  his   full-time   employment   prior  to  the
                    Termination  Date,  and  (ii)  "Retirement"  shall  mean the
                    early,  normal  or  late  retirement  under a  pension  plan
                    sponsored  by the  Company  (or any  plan  of the  Company's
                    parent  or   affiliates   in  which  the   Executive   is  a
                    participant), as defined in such plan.

               (b)  In the event an employment agreement is in place between the
                    Executive and the Company,  the  definition of  "Disability"
                    set  forth in such  employment  agreement  shall  apply  for
                    purposes of this Agreement.

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          2.9. Good Reason.

                    (a)  For purposes of this  Agreement,  "Good  Reason"  shall
                         mean the occurrence after a Change of Control of any of
                         the events or conditions  described in subsections  (i)
                         through (vi) below:

                    (i)  the  Executive's  annual base  salary or annual  target
                         bonus opportunity is reduced below the amount in effect
                         on the date on which the Change of Control  occurs (the
                         "Effective Date");

                    (ii) a change in the Executive's  duties,  responsibilities,
                         title or status which represents a material and adverse
                         change  from  his  duties,  responsibilities  title  or
                         status  as in  effect  on  the  Effective  Date  or the
                         assignment  of  duties or  responsibilities  materially
                         inconsistent   from  the  duties  or   responsibilities
                         performed  by  the  Executive  on the  Effective  Date;
                         provided,  however,  that a mere  change  of  reporting
                         responsibility  that directly  results from the Company
                         becoming  a  subsidiary  of the  entity  effecting  the
                         Change  of  Control   shall  not,  in  and  of  itself,
                         constitute Good Reason hereunder;

                    (iii)the long-term incentive  compensation  (including stock
                         option and/or other  equity-related  grants) offered to
                         the  Executive  and the  basis  or  conditions  for the
                         Executive's  participation  therein are materially less
                         than the long-term  incentive  compensation  (including
                         stock option and other equity-related grants) generally
                         offered to similarly-situated officers of the acquiring
                         company in the Change of Control;

                    (iv) the  Executive  is  required  to be based at any  place
                         outside a 40-mile  radius from the  location  where the
                         Executive  was  based  and  performed  services  on the
                         Effective Date;

                    (v)  the  failure  of the  Company  to obtain an  agreement,
                         satisfactory to the Executive,  from any Successors and
                         Assigns to assume and agree to perform this  Agreement,
                         as contemplated in Section 7 hereof; and

                    (vi) the failure of the Company to pay any  compensation  or
                         benefits to which the Executive is entitled  within the
                         period  ending on the later of thirty  (30) days  after
                         the  applicable  due date and the  fifth  day after the
                         Company  receives  notice  from the  Executive  of such
                         failure to pay.

                    (b)  The Executive  shall give the Company  written  notice,
                         within  10  days  after  the  date  of the  Executive's
                         discovery or actual  knowledge of the occurrence of any
                         of  the  events  or  conditions  described  in  Section
                         2.9(a),  which he claims  is the basis for  termination
                         with Good Reason.  The Company  shall have 30 days from
                         the  receipt of such notice in which to cure or resolve
                         the  behavior  in  question  before  the  Executive  is
                         entitled to terminate his employment with Good Reason.

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     2.10.  Notice of Termination.  For purposes of this Agreement,  following a
Change of  Control,  "Notice  of  Termination"  shall  mean a written  notice of
termination  from the Company of the Executive's  employment which indicates the
specific  termination  provision  in this  Agreement  relied upon and which sets
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.

     2.11. Termination Date. For purposes of this Agreement, for the twelve (12)
month period following a Change of Control, "Termination Date" shall mean (a) in
the case of the Executive's  death,  his date of death,  (b) in the case of Good
Reason,  the last day of his  employment,  and (c) in all other cases,  the date
specified in the Notice of Termination.

     3.  Termination of Employment.  If, during the term of this Agreement,  the
Executive's  employment with the Company shall be terminated  within twelve (12)
months  following a Change of Control,  the  Executive  shall be entitled to the
following compensation and benefits:

                    (a)  Termination   for  Cause  or   Disability  by  Company;
                         Termination   without  Good  Reason  or  Retirement  by
                         Executive;  Death. If the  Executive's  employment with
                         the Company is terminated  (i) by the Company for Cause
                         or  Disability,  (ii) by the  Executive  other than for
                         Good  Reason,  or (iii) by  reason  of the  Executive's
                         death  or  Retirement,  the  Company  shall  pay to the
                         Executive the following:

                    (i)  Accrued  Compensation  and any other  accrued or vested
                         benefits of the Executive  provided in accordance  with
                         the terms of any  applicable  employee  benefit plan of
                         the Company (or any of its affiliates); and

                    (ii) if such termination is as a result of death, Disability
                         or Retirement, the Pro Rata Bonus.

                    In   addition,  if the Executive's  employment is terminated
                         for  Disability,  the  Executive  will be  entitled  to
                         receive the  disability  benefits  provided  for in his
                         employment  agreement with the Company or an affiliate;
                         provided,  however,  that if Executive does not have an
                         employment  agreement or his employment  agreement does
                         not  provide for  disability  benefits,  the  Executive
                         shall receive a continuation of any existing  long-term
                         disability benefits,  at the Company's expense, for the
                         period   ending  on  the   earlier   to  occur  of  the
                         termination of the  Executive's  Disability or his 65th
                         birthday.

                    (b)  Termination  without Cause by Company;  Termination for
                         Good Reason by Executive. If the Executive's employment
                         with the Company is terminated  by the Company  without
                         Cause  or  by  the  Executive  for  Good  Reason,   the
                         Executive shall be entitled to the following:

                    (i)  the  Company   shall  pay  the  Executive  all  Accrued
                         Compensation and a Pro Rata Bonus;

                    (ii) the Company  shall pay the  Executive as severance  pay
                         and in lieu of any  further  compensation  for  periods
                         subsequent to the Termination Date, in a single payment
                         an amount in cash equal to the sum of (A) two times the
                         Base Salary, plus (B) one times the Target Bonus;

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                    (iii)for a period  commencing  on the  Termination  Date and
                         ending on the date  which is  twenty-four  (24)  months
                         following  the  Termination  Date  (the   "Continuation
                         Period"),  the Company shall at its expense continue on
                         behalf  of  the  Executive  and  his   dependents   and
                         beneficiaries the medical,  dental, life and disability
                         insurance  benefits  provided to the  Executive  on the
                         Termination Date (or, in the case of medical and dental
                         benefits,   such  amounts  will  be  credited   towards
                         applicable   obligations   of  the  Company  under  the
                         Consolidated  Omnibus  Budget   Reconciliation  Act  of
                         1985). The Company's  obligation hereunder with respect
                         to the  foregoing  benefits  shall be terminable to the
                         extent that the Executive obtains  comparable  benefits
                         pursuant to a subsequent  employer's  benefit plans, in
                         which case the Company may  terminate  the  coverage of
                         any  benefits it is  required to provide the  Executive
                         hereunder.   This   subsection   (iii)   shall  not  be
                         interpreted  so as to limit any  benefits  to which the
                         Executive,   his   dependents  or   beneficiaries   may
                         otherwise  be  entitled  under  any  of  the  Company's
                         employee benefit plans, programs or practices following
                         the  Executive's  termination of employment,  including
                         without limitation,  retiree medical and life insurance
                         benefits;

                    (iv) the   Company   shall   provide    additional   pension
                         contributions  under all Company or  affiliate  pension
                         plans for the  Continuation  Period  (except that where
                         such   contributions   may  not  be  provided   without
                         adversely  affecting the qualified  status of a pension
                         plan,  the Executive  shall  instead  receive a payment
                         equal to the  contributions  that  would have been made
                         during the Continuation Period); and

                    (v)  the  Company  shall  fully  vest the  Executive  in any
                         unfunded    pension   benefit    provided   under   any
                         nonqualified  pension plan,  program or  arrangement in
                         which the Executive  participated  (including,  without
                         limitation, the Deferred Compensation Plan); and

                    (vi) unless it would adversely affect the Company's  ability
                         to use  pooling-of-interest  accounting  in a Change of
                         Control   transaction  in  which  such   accounting  is
                         intended to be used, the Company shall  immediately and
                         fully  vest,  as of the  Termination  Date,  all of the
                         Executive's   then-outstanding   stock  options,  stock
                         appreciation   rights,   phantom  stock   awards,   and
                         restricted stock granted or issued by the Company prior
                         to the Change of  Control to the extent not  previously
                         vested on or following the Change of Control; and

                    (vii)if so requested  by the  Executive,  the Company  shall
                         provide  outplacement   services  consistent  with  the
                         Company's past practices.

                    (c)  The payments provided for in Sections 3(a) and 3(b)(i),
                         (ii),  and (iv) shall be paid in a single lump sum cash
                         payment  within  ten (10) days  after  the  Executive's
                         Termination Date (or earlier, if required by applicable
                         law).

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                    (d)  The  severance  pay and  benefits  provided for in this
                         Section 3 shall be  reduced  by the amount of any other
                         severance or termination pay to which the Executive may
                         be entitled under any other severance plan or policy in
                         effect at the Company.

                    (e)  The Company shall provide the Executive  with Directors
                         and Officers  ("D&O") and Errors and Omissions  ("E&O")
                         insurance in limits reasonably acceptable to Executive.
                         The  Company  also agrees to  indemnify  and defend the
                         Executive,  to the fullest extent  permitted by law and
                         the Company's corporate bylaws, with respect to any and
                         all   claims   which   arise  from  or  relate  to  the
                         Executive's  duties as an officer,  member of the Board
                         or employee of the Company.

     4.         Gross-Up.

                    (a)  In the event it shall be  determined  that any payment,
                         benefit or distribution (or combination thereof) by the
                         Company,  any of its affiliates,  or one or more trusts
                         established  by the  Company  for  the  benefit  of its
                         employees,  to or for  the  benefit  of  the  Executive
                         (whether   paid   or   payable   or    distributed   or
                         distributable  pursuant to the terms of this Agreement,
                         or  otherwise  pursuant  to or by  reason  of any other
                         agreement,   policy,   plan,  program  or  arrangement,
                         including  without  limitation any stock option,  stock
                         appreciation  right,  phantom  equity awards or similar
                         right,  or the lapse or termination of ant  restriction
                         on  the  vesting  or   exercisability  of  any  of  the
                         foregoing) (a "Payment") would be subject to the excise
                         tax  imposed by Section  4999 of the  Internal  Revenue
                         Code of 1986,  as  amended  (the  "Code")  by reason of
                         being  "contingent on a change in ownership or control"
                         of the Company, within Section 280G of the Code (or any
                         successor   provision   thereto)  or  any  interest  or
                         penalties are incurred by the Executive with respect to
                         such  excise tax (such  excise tax,  together  with any
                         such interest and penalties,  hereinafter  collectively
                         referred to as the "Excise  Tax"),  then the  Executive
                         shall be entitled to receive an  additional  payment or
                         payments (a "Gross-Up  Payment") in an amount such that
                         after payment by the Executive of all taxes  (including
                         any interest or penalties  imposed with respect to such
                         taxes), including, without limitation, any income taxes
                         (and any  interest and  penalties  imposed with respect
                         thereto)  and the Excise Tax imposed  upon the Gross-Up
                         Payment,   the  Executive  retains  an  amount  of  the
                         Gross-Up  Payment  equal to the Excise Tax imposed upon
                         the Payments.

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                    (b)  Subject to the  provisions of Section 4(a) hereof,  all
                         determinations  required to be made under this  Section
                         4,  including  whether  and when a Gross-Up  Payment is
                         required  and the amount of such  Gross-Up  Payment and
                         the  assumptions  to be  utilized  in  arriving at such
                         determination, shall be made by a nationally recognized
                         certified  public  accounting firm as may be designated
                         by the Company  (the  "Accounting  Firm"),  which shall
                         provide detailed  supporting  calculations  both to the
                         Company and the Executive  within fifteen (15) business
                         days of  Termination  Date,  or such earlier time as is
                         requested by the Company; provided that for purposes of
                         determining  the amount of any  Gross-Up  Payment,  the
                         Executive  shall be deemed to pay federal income tax at
                         the highest marginal rates applicable to individuals in
                         the calendar year in which any such Gross-Up Payment is
                         to be made and  deemed to pay  state  and local  income
                         taxes at the  highest  effective  rates  applicable  to
                         individuals in the state or locality of the Executive's
                         residence or place of  employment  in the calendar year
                         in which any such Gross-Up  Payment is to be made,  net
                         of the maximum  reduction in federal  income taxes that
                         can be obtained from  deduction of such state and local
                         taxes,  taking into account  limitations  applicable to
                         individuals  subject  to  federal  income  tax  at  the
                         highest  marginal  rates.  All fees and expenses of the
                         Accounting  Firm shall be borne  solely by the Company.
                         Any Gross-Up  Payment,  as determined  pursuant to this
                         Section  4,  shall  be  paid  by  the  Company  to  the
                         Executive (or to the  appropriate  taxing  authority on
                         the Executive's  behalf) when due immediately  prior to
                         the date the  Executive  is required to make payment of
                         any Excise Tax or other taxes.  If the Accounting  Firm
                         determines  that  no  Excise  Tax  is  payable  by  the
                         Executive,  it shall so  indicate to the  Executive  in
                         writing,   with  an  opinion  that  the  Executive  has
                         substantial  authority  not to report any Excise Tax on
                         his federal  state,  local  income or other tax return.
                         Any  determination  by the  Accounting  Firm  shall  be
                         binding  upon the  Company and the  Executive  absent a
                         contrary  determination by the Internal Revenue Service
                         or  a  court  of  competent   jurisdiction;   provided,
                         however,  that no such determination shall eliminate or
                         reduce the Company's obligation to provide any Gross-Up
                         Payment that shall be due as a result of such  contrary
                         determination.  As a result of the  uncertainty  in the
                         application  of  Section  4999  of  the  Code  (or  any
                         successor  provision  thereto) and the  possibility  of
                         similar uncertainty regarding state or local tax law at
                         the time of any  determination  by the Accounting  Firm
                         hereunder,  it is  possible  that  the  amount  of  the
                         Gross-Up  Payment  determined by the Accounting Firm to
                         be due to (or on  behalf  of) the  Executive  was lower
                         than the amount actually due  ("Underpayment").  In the
                         event that the Company  exhausts its remedies  pursuant
                         to  Section  4(c)  and  the  Executive   thereafter  is
                         required  to make a  payment  of any  Excise  Tax,  the
                         Accounting  Firm  shall  determine  the  amount  of the
                         Underpayment  that has occurred as promptly as possible
                         and  notify  the  Company  and  the  Executive  of such
                         calculations,   and  any  such  Underpayment  shall  be
                         promptly  paid by the  Company to or for the benefit of
                         the  Executive  within  five (5)  business  days  after
                         receipt of such determination and calculations.


                                       9
<PAGE>



                    (c)  The  Executive  shall  notify the Company in writing of
                         any claim by the  Internal  Revenue  Service  that,  if
                         successful, would require the payment by the Company of
                         any Gross-Up Payment.  Such notification shall be given
                         as soon as  practicable  but no  later  than  ten  (10)
                         business  days  after  the  Executive  is  informed  in
                         writing of such claim and shall  apprise the Company of
                         the  nature of such  claim  and the date on which  such
                         claim is requested to be paid. The Executive  shall not
                         pay such claim  prior to the  expiration  of the thirty
                         (30) day  period  following  the date on which he gives
                         such  notice to the  Company  (or such  shorter  period
                         ending  on the date  that  any  payment  of taxes  with
                         respect to such claim is due). If the Company  notifies
                         the  Executive in writing  prior to the  expiration  of
                         such period that it desires to contest such claim,  the
                         Executive  shall (i) give the Company  any  information
                         reasonably  requested  by the Company  relating to such
                         claim,   (ii)  take  such  action  in  connection  with
                         contesting  such claim as the Company shall  reasonably
                         request  in  writing  from  time  to  time,  including,
                         without limitation, accepting legal representation with
                         respect  to  such  claim  by  an  attorney   reasonably
                         selected  by the  Company,  (iii)  cooperate  with  the
                         Company in good faith in order to  effectively  contest
                         such claim,  and (iv) permit the Company to participate
                         in any  proceedings  relating to such claim;  provided,
                         however,  that the Company  shall bear and pay directly
                         all costs and expenses  (including  additional interest
                         and penalties) incurred in connection with such contest
                         and shall indemnify and hold the Executive harmless, on
                         an  after-tax  basis,  for any Excise Tax or income tax
                         (including interest and penalties with respect thereto)
                         imposed as a result of such  representation and payment
                         of  costs  and  expenses.  Without  limitation  on  the
                         foregoing  provisions of this Section 4(c), the Company
                         shall control all proceedings  taken in connection with
                         such  contest  and, at its sole  option,  may pursue or
                         forego any and all administrative appeals, proceedings,
                         hearings and conferences  with the taxing  authority in
                         respect  of such  claim  and may,  at its sole  option,
                         either  direct the Executive to pay the tax claimed and
                         sue  for  a  refund  or   contest   the  claim  in  any
                         permissible   manner,   and  the  Executive  agrees  to
                         prosecute  such contest to a  determination  before any
                         administrative   tribunal,   in  a  court  of   initial
                         jurisdiction  and in one or more appellate  courts,  as
                         the Company shall determine; provided, further, that if
                         the Company directs the Executive to pay such claim and
                         sue for a refund,  the Company shall advance the amount
                         of such payment to the Executive,  on an  interest-free
                         basis,  and  shall  indemnify  and hold  the  Executive
                         harmless, on an after-tax basis, from any Excise Tax or
                         income  tax  (including   interest  or  penalties  with
                         respect  thereto)  imposed with respect to such advance
                         or with  respect to any imputed  income with respect to
                         such advance; provided,  further, that if the Executive
                         is  required to extend the  statute of  limitations  to
                         enable the Company to contest such claim, the Executive
                         may  limit  this  extension  solely  to such  contested
                         amount.  The Company's  control of the contest shall be
                         limited  to issues  with  respect  to which a  Gross-Up
                         Payment  would be payable  hereunder  and the Executive
                         shall be entitled to settle or contest, as the case may
                         be,  any other  issue  raised by the  Internal  Revenue
                         Service or any other taxing authority.


                                       10
<PAGE>



                    (d)  If,  after the  receipt by the  Executive  of an amount
                         paid  or  advanced  by the  Company  pursuant  to  this
                         Section 4, the  Executive  becomes  entitled to receive
                         any refund  with  respect to a  Gross-Up  Payment,  the
                         Executive  shall  (subject to the  Company's  complying
                         with the  requirements of Section 4(c)) promptly pay to
                         the  Company   the  amount  of  such  refund   received
                         (together  with any interest  paid or credited  thereon
                         after taxes applicable thereto).  If, after the receipt
                         by the  Executive of an amount  advanced by the Company
                         pursuant to Section 4(c), a determination  is made that
                         the Executive  shall not be entitled to any refund with
                         respect to such claim and the  Company  does not notify
                         the  Executive in writing of its intent to contest such
                         denial of refund prior to the expiration of thirty (30)
                         days after such determination,  then such advance shall
                         be forgiven  and shall not be required to be repaid and
                         the amount of such advance shall offset,  to the extent
                         thereof, the amount of the Gross-Up Payment required to
                         be paid.

     5. Notice of  Termination.  Following a Change of  Control,  any  purported
termination of the  Executive's  employment by the Company shall be communicated
by Notice of Termination to the Executive.  For purposes of this  Agreement,  no
such  purported   termination   shall  be  effective   without  such  Notice  of
Termination.

     6. Confidentiality; Non-Competition.

     (a) Without the Company's written consent, the Executive shall not:

                    (i)  at any time during or after the Executive's  employment
                         with the Company,  disclose any non-public  information
                         concerning  the  financial  data,   strategic  business
                         plans,   and   other   non-public,    proprietary   and
                         confidential  information  of the Company or any of its
                         affiliates,  except when required by the Company in the
                         course of fulfilling  his duties,  a court of competent
                         jurisdiction or applicable law; or

                    (ii) at any time while  employed  by the Company and for one
                         year  following  the  Termination  Date,   directly  or
                         indirectly,  solicit or offer  employment to any person
                         who has  been  employed  by the  Company  or any of its
                         affiliates at any time during the 12 months immediately
                         preceding such solicitation.

     (b) For two years following the Termination  Date, the Executive shall not,
whether on the Executive's own behalf or on behalf of or in conjunction with any
person, company,  business entity or other organization whatsoever,  directly or
indirectly,

                    (i)  engage in any business that competes with the
                         business of the Company or its affiliates (including,
                         without limitation, businesses which the Company or
                         its affiliates have specific plans to conduct in the
                         future and as to which the Executive was aware, as of
                         the Termination Date) (a "Competitive Business");

                    (ii) enter the  employ of, or render  any  services  to, any
                         person  or entity  (or any  division  of any  person or
                         entity)  who or  which  derives  more  than  15% of its
                         annual revenues from any Competitive Business (or which
                         is part of a  controlled  group of  corporations  which
                         derives more than 15% of its annual  revenues  from any
                         Competitive Business),  or any person or entity (or any
                         division  of any person or entity) who or which (or has
                         an  affiliate  which),  during  the term in  which  the
                         Executive is employed or rendering  services,  acquires
                         any  Competitive  Business,  such that  such  person or
                         entity (or  division of such person or entity)  derives
                         more than 25% of annual  revenues from any  Competitive
                         Business  (or  is  part  of  a   controlled   group  of
                         corporations which derives more than 25% percent of its
                         annual revenues from any Competitive Business); or

                                       11
<PAGE>

                    (iii)acquire a  financial  interest  in,  or,  as  described
                         below,  otherwise  become  actively  involved with, any
                         Competitive  Business,  directly or  indirectly,  as an
                         individual,   partner,  member,  shareholder,   member,
                         officer, employee, director,  principal, agent, trustee
                         or consultant;  provided,  however,  that the Executive
                         may,   directly  or  indirectly   own,   solely  as  an
                         investment,  securities  of  any  person  engaged  in a
                         Competitive  Business  which is  publicly  traded  on a
                         national   or  regional   stock   exchange  or  on  the
                         over-the-counter  market if the  Executive (a) is not a
                         controlling  person  of, or a member  of a group  which
                         controls,  such person,  and (b) does not,  directly or
                         indirectly,  own 5% or more of any class of  securities
                         of such person.


                    (c)  It is expressly understood and agreed that although the
                         Executive  and the Company  consider  the  restrictions
                         contained  in this  Section  6 to be  reasonable,  if a
                         final  judicial  determination  is made  by a court  of
                         competent  jurisdiction  that the time or  territory or
                         any other restriction contained in this Agreement is an
                         unenforceable  restriction  against the Executive,  the
                         provisions of this Agreement shall not be rendered void
                         but shall be deemed amended to apply as to such maximum
                         time and territory  and to such maximum  extent as such
                         court  may  judicially  determine  or  indicate  to  be
                         enforceable.  Alternatively,  if any court of competent
                         jurisdiction  finds that any  restriction  contained in
                         this Agreement is  unenforceable,  and such restriction
                         cannot be  amended so as to make it  enforceable,  such
                         finding shall not affect the  enforceability  of any of
                         the other restrictions contained herein.

     7. Mutual  Non-Disparagement.  The Company, its affiliates and subsidiaries
agree and the Company  shall use its  commercially  reasonable  best  efforts to
cause their respective executive officers and directors to agree, that they will
not make or publish  any  statement  critical  of the  Executive,  or in any way
adversely  affecting or otherwise  maligning  the  Executive's  reputation.  The
Executive agrees that he will use his reasonable  efforts not to make or publish
any  statement  critical of the Company,  its  affiliates  and their  respective
executive officers and directors, or in any way adversely affecting or otherwise
maligning  the  business  or  reputation  of  any  member  of the  Company,  its
affiliates  and  subsidiaries  and  their  respective  officers,  directors  and
employees.

     8. Successors;  Binding Agreement. This Agreement shall be binding upon and
shall inure to the benefit of the Company,  its Successors and Assigns,  and the
Company shall require any Successors  and Assigns to expressly  assume and agree
to perform  this  Agreement  in the same  manner and to the same extent that the
Company would be required to perform it if no such  succession or assignment had
taken place. Neither this Agreement nor any right or interest hereunder shall be
assignable  or  transferable  by  the  Executive,  his  beneficiaries  or  legal
representatives, except by will or by the laws of descent and distribution. This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal personal representative.

     9. Legal Expenses.  The Company shall pay all reasonable costs and expenses
(including,  without limitation, any and all court costs and attorneys' fees and
expenses)  incurred by the Executive in connection  with any good faith disputes
arising under this Agreement or any provision hereof, as such costs and expenses
are incurred.

                                       12
<PAGE>

     10.  Notice.  For the  purposes  of this  Agreement,  notices and all other
communications   provided  for  in  the  Agreement   (including  the  Notice  of
Termination)  shall be in  writing  and shall be deemed to have been duly  given
when personally  delivered or sent by certified mail, return receipt  requested,
postage  prepaid,  by  overnight  courier  or by  facsimile,  addressed  to  the
respective  addresses  and  facsimile  numbers  last  given by each party to the
other,  provided  that all  notices  to the  Company  shall be  directed  to the
attention of the Board with a copy to the Secretary of the Company.  All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third  business  day after the  mailing  thereof,  except that
notice of change of address shall be effective only upon receipt.


     11.  Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,  bonus,
incentive  or other plan or program  provided  by the  Company  (except  for any
severance or termination  policies,  plans, programs or practices) and for which
the Executive may qualify, nor shall anything herein limit or reduce such rights
as the Executive may have under any other  agreements  with the Company  (except
for any severance or termination agreement).

     12.  Vested  Benefits.  Amounts  which  are  vested  benefits  or which the
Executive  is  otherwise  entitled  to receive  under any plan or program of the
Company  shall be payable in  accordance  with such plan or  program,  except as
explicitly modified by this Agreement.

     13. No Guaranteed  Employment.  The  Executive and the Company  acknowledge
that,  except as may  otherwise be provided  under any other  written  agreement
between the  Executive and the Company,  the  employment of the Executive by the
Company  is "at  will" and may be  terminated  by either  the  Executive  or the
Company at any time.

     14. Settlement of Claims; No Mitigation.  The Company's  obligation to make
the  payments  provided  for in this  Agreement  and  otherwise  to perform  its
obligations  hereunder  shall not be affected by any  circumstances,  including,
without  limitation,  any set-off,  counterclaim,  recoupment,  defense or other
right which the Company may have against the Executive or others.  The Executive
shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other  employment or otherwise and no such payment shall be
offset or reduced by the amount of any compensation or benefits  provided to the
Executive in any subsequent employment except as provided in Section 3(b)(iii).

     15. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing and signed by the Executive  and the Company.  No waiver by either party
hereto at any time of any breach by the other  party  hereto  of, or  compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made by  either  party  which  are not  expressly  set forth in this
Agreement.

     16. Withholding. Notwithstanding any other provision of this Agreement, the
Company may, to the extent required by law, withhold applicable  federal,  state
and  local  income  and  other  taxes  from any  payments  due to the  Executive
hereunder.

     17.   Governing  Law.  The  validity,   interpretation,   construction  and
performance of this Agreement shall be governed by and construed and enforced in
accordance  with the laws of the State of New York without  giving effect to the
conflict of laws principles thereof. For purposes of jurisdiction and venue, the
Company  hereby  consents  to  jurisdiction  and  venue in any  suit,  action or
proceeding  with respect to this  Agreement  (or any  provisions  hereof) in any
court of competent  jurisdiction in the state in which the Executive  resides at
the  commencement  of such suit,  action or proceeding and waives any objection,
challenge or dispute as to such jurisdiction or venue being proper.


                                       13
<PAGE>



     18.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

     19. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  the  parties  hereto  and  supersedes  all  prior  agreements,  if any,
understandings  and  arrangements,  oral or written,  between the parties hereto
with respect to the subject matter hereof.

     20.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which  shall  be an  original  and all of which  shall be
deemed to constitute one and the same instrument.


     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized  officer and the Executive has executed this Agreement as of
the day and year first above written.

                                     REMINGTON PRODUCTS COMPANY, L.L.C.




                                     By:................................
                                       Name:
                                       Title:




                                     By:................................
                                       Executive




                                       14
<PAGE>