<PAGE>

                                                                   Exhibit 10.8


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 1st
day of October, 2000, by and between Rayovac Corporation, a Wisconsin
corporation (the "Company"), and Merrell M. Tomlin (the "Executive").

     WHEREAS, the Company and the Executive wish to terminate Executive's
Severance Agreement with the Company, dated October 1, 1998, because the Company
desires to employ the Executive upon the terms and conditions set forth herein;
and

     WHEREAS, the Executive is willing and able to accept such employment on
such terms and conditions.

     NOW, THEREFORE, 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.   EMPLOYMENT DUTIES AND ACCEPTANCE. The Company hereby employs the
     Executive, and the Executive agrees to serve and accept employment with the
     Company as Executive Vice President - Sales. During the Term (as defined
     below), the Executive shall devote all of his working time to such
     employment and appointment, shall devote his best efforts to advance the
     interests of the Company and shall not engage in any other business
     activities, as an employee, director, consultant or in any other capacity,
     whether or not he receives any compensation therefor, without the prior
     written consent of the Board.

2.   TERM OF EMPLOYMENT. Subject to Section 4 hereof, the Executive's
     employment and appointment hereunder shall be for a term commencing on the
     date hereof and expiring on September 30, 2003 (the "Term"). Upon
     expiration of the Term, this Agreement shall automatically extend for
     successive periods of one (1) year, unless the Executive or the Company
     shall give notice to the other at least ninety (90) days prior to the end
     of the Term (or any annual extension thereof) indicating that it does not
     intend to renew the Agreement.

3.   COMPENSATION. In consideration of the performance by the Executive of
     his duties hereunder, the Company shall pay or provide to the Executive the
     following compensation which the Executive agrees to accept in full
     satisfaction for his services, it being understood that necessary
     withholding taxes, FICA contributions and the like shall be deducted from
     such compensation:

     (a)  BASE SALARY. The Executive shall receive a base salary equal
          to Two Hundred Ninety Thousand Dollars ($290,000) per annum effective
          October 1, 2000 for the duration of the Term ("Base Salary"), which
          Base Salary shall be paid in equal semi-monthly installments each
          year, to be paid semi-monthly in arrears. The Board will review from
          time to time the Base Salary payable to the


                                       1
<PAGE>


          Executive hereunder and may, in its discretion, increase the
          Executive's Base Salary. Any such increased Base Salary shall be and
          become the "Base Salary" for purposes of this Agreement.

     (b)  BONUS. The Executive shall receive a bonus for each fiscal
          year ending during the Term, payable annually in arrears, which shall
          be based on fifty percent (50%) of Base Salary, provided the Company
          achieves certain annual performance goals established by the Board
          from time to time (the "Bonus"). The Board may, in its discretion,
          increase the annual Bonus. Any such increased annual Bonus shall be
          and become the "Bonus" for such fiscal year for purposes of this
          Agreement.

     (c)  INSURANCE COVERAGES AND PENSION PLANS. The Executive shall be
          entitled to such insurance, pension and all other benefits as are
          generally made available by the Company to its executive officers from
          time to time.

     (d)  STOCK OPTIONS. All stock options previously granted to the
          Executive shall remain in full force and effect in accordance with
          their terms. If the Company implements a new stock option program in
          the future, the Executive may participate to the extent authorized by
          the Board.

     (e)  RESTRICTED STOCK AWARD. In connection with the Executive's
          employment and appointment hereunder, the Executive is hereby granted
          a Restricted Stock Award pursuant to The 1997 Rayovac Incentive Plan
          (the "1997 Plan") and the terms and conditions of the Rayovac
          Corporation Restricted Stock Award Agreement attached hereto as
          Schedule A.

     (f)  VACATION. The Executive shall be entitled to four (4) weeks
          vacation each year.

     (g)  OTHER EXPENSES. The Executive shall be entitled to
          reimbursement of all reasonable and documented expenses actually
          incurred or paid by the Executive in the performance of the
          Executive's duties under this Agreement, upon presentation of expense
          statements, vouchers or other supporting information in accordance
          with Company policy. All expense reimbursements and other perquisites
          of the Executive are reviewable periodically by the Compensation
          Committee of the Board, if there be one, or the Board.

     (h)  VEHICLE. Pursuant to the Company's policy for use of vehicles
          by executives, Executive shall be provided the use of a leased
          vehicle. Unless the Executive's employment is terminated by the
          Company for Cause or by the Executive pursuant to Section 5(c),
          Executive shall be permitted to drive his Company vehicle for the
          duration of the 12-month period following termination; at the end of
          such 12-month period, Executive will be permitted to purchase his
          Company vehicle at book value as of such date.

     (i)  D&O INSURANCE. The Executive shall be entitled to
          indemnification from the Company to the maximum extent provided by
          law, but not


                                       2
<PAGE>


          for any action, suit, arbitration or other proceeding (or portion
          thereof) initiated by the Executive, unless authorized or ratified by
          the Board. Such indemnification shall be covered by the terms of the
          Company's policy of insurance for directors and officers in effect
          from time to time (the "D&O Insurance"). Copies of the Company's
          charter, by-laws and D&O Insurance will be made available to the
          Executive upon request.

     (j)  LEGAL FEES. The Company shall pay the Executive's actual and
          reasonable legal fees incurred in connection with the preparation of
          this Agreement.

4.   TERMINATION.

     (a) TERMINATION BY THE COMPANY WITH CAUSE. The Company shall have
          the right at any time to terminate the Executive's employment
          hereunder without prior notice upon the occurrence of any of the
          following (any such termination being referred to as a termination for
          "Cause"):

          (i)    the commission by the Executive of any deliberate and
                 premeditated act taken by the Executive in bad faith against
                 the interests of the Company;

          (ii)   the Executive has been convicted of, or pleads NOLO
                 CONTENDERE with respect to, any felony, or of any lesser
                 crime or offense having as its predicate element fraud,
                 dishonesty or misappropriation of the property of the
                 Company;

          (iii)  the habitual drug addiction or intoxication of the
                 Executive which negatively impacts his job performance or
                 the Executive's failure of a Company-required drug test;

          (iv)   the willful failure or refusal of the Executive to
                 perform his duties as set forth herein or the willful
                 failure or refusal to follow the direction of the President,
                 the CEO or the Board, provided such failure or refusal
                 continues after thirty (30) days of the receipt of notice in
                 writing from the President, the CEO or the Board of such
                 failure or refusal, which notice refers to this Section 4(a)
                 and indicates the Company's intention to terminate the
                 Executive's employment hereunder if such failure or refusal
                 is not remedied within such thirty (30) day period; or

          (v)    the Executive breaches any of the terms of this
                 Agreement or any other agreement between the Executive and
                 the Company which breach is not cured within thirty (30)
                 days subsequent to notice from the Company to the Executive
                 of such breach, which notice refers to this Section 4(a) and
                 indicates the Company's intention to terminate the
                 Executive's employment hereunder if such breach is not cured
                 within such thirty (30) day period.


                                       3
<PAGE>



                 If the definition of termination for "Cause" set forth above
                 conflicts with such definition in the Executive's time-based
                 or performance- based Stock Option Agreements pursuant to
                 the 1997 Plan or the Rayovac Corporation 1996 Stock Option
                 Plan (collectively, the "Stock Option Agreements") or any
                 agreements referred to therein, the definition set forth
                 herein shall control.

     (b)  TERMINATION BY COMPANY FOR DEATH OR DISABILITY.  The Company shall
          have the right at any time to terminate the Executive's employment
          hereunder upon thirty (30) days prior written notice upon the
          Executive's inability to perform his duties hereunder by reason of any
          mental, physical or other disability for a period of at least six (6)
          consecutive months (for purposes hereof, "disability" has the same
          meaning as in the Company's disability policy), if within 30 days
          after such notice of termination is given, the Executive shall not
          have returned to the full-time performance of his duties. The
          Company's obligations hereunder shall, subject to the provisions of
          Section 5(b), also terminate upon the death of the Executive.

     (c)  TERMINATION BY COMPANY WITHOUT CAUSE. The Company shall have
          the right at any time to terminate the Executive's employment for any
          other reason without Cause upon sixty (60) days prior written notice
          to the Executive.

     (d)  VOLUNTARY TERMINATION BY EXECUTIVE. The Executive shall be
          entitled to terminate his employment and appointment hereunder upon
          sixty (60) days prior written notice to the Company. Any such
          termination shall be treated as a termination by the Company for
          "Cause" under Section 5.

     (e)  NOTICE OF TERMINATION.  Any termination by the Company for Cause shall
          be communicated by Notice of Termination to the other party hereto
          given in accordance with Section 8. For purposes of this Agreement, a
          "Notice of Termination" means a written notice given prior to the
          termination which (i) indicates the specific termination provision in
          this Agreement relied upon, (ii) 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 and (iii)
          if the termination date is other than the date of receipt of such
          notice, specifies the termination date of this Agreement (which date
          shall be not more than fifteen (15) days after the giving of such
          notice). The failure by the Company to set forth in the Notice of
          Termination any fact or circumstance which contributes to a showing of
          Cause shall not waive any right of the Company hereunder or preclude
          the Company from asserting such fact or circumstance in enforcing its
          rights hereunder.

5.   EFFECT OF TERMINATION OF EMPLOYMENT.

     (a)  WITH CAUSE. If the Executive's employment is terminated with
          Cause, the Executive's salary and other benefits specified in Section
          3 shall cease at the time of such termination, and the Executive shall
          not be entitled to any compensation specified in Section 3 which was


                                       4
<PAGE>




          not required to be paid prior to such termination; provided, however,
          that the Executive shall be entitled to continue to participate in the
          Company's medical benefit plans to the extent required by law.

     (b)  WITHOUT CAUSE, DEATH OR DISABILITY. If the Executive's
          employment is terminated by the Company without Cause or by reason of
          death or disability, then the Company shall pay the Executive the
          amounts and provide the Executive the benefits as follows:

          (i)    The Company shall pay to the Executive as severance,
                 an amount in cash equal to double the sum of (i) the
                 Executive's Base Salary, and (ii) the annual Bonus (if any)
                 earned by the Executive pursuant to any annual bonus or
                 incentive plan maintained by the Company in respect of the
                 fiscal year ending immediately prior to the fiscal year in
                 which the termination occurs, such cash amount to be paid to
                 the Executive ratably monthly in arrears over the
                 Non-Competition Period (as defined below).

          (ii)   For the greater of (i) the 24-month period
                 immediately following such termination or (ii) the remainder
                 of the Term, the Company shall arrange to provide the
                 Executive and his dependents the additional benefits
                 specified in Section 3(c). Benefits otherwise receivable by
                 the Executive pursuant to this Section 5(b)(ii) shall cease
                 immediately upon the discovery by the Company of the
                 Executive's breach of the covenants contained in Section 6
                 or 7 hereof.

          (iii)  The Executive's accrued vacation (determined in
                 accordance with Company policy) at the time of termination
                 shall be paid as soon as reasonably practicable.

          (iv)   Any payments provided for hereunder shall be paid net
                 of any applicable withholding required under federal, state,
                 or local law and any additional withholding to which the
                 Executive has agreed.

          (v)    If the Executive's employment with the Company
                 terminates during the Term, the Executive shall not be
                 required to seek other employment or to attempt in any way
                 to reduce any amounts payable to the Executive by the
                 Company pursuant to this Section 5.

6.   AGREEMENT NOT TO COMPETE.

     (a)  The Executive agrees that during the Non-Competition Period (as
          defined below), he will not, directly or indirectly, in any capacity,
          either separately, jointly or in association with others, as an
          officer, director, consultant, agent, employee, owner, principal,
          partner or stockholder of any business, or in any other capacity,
          engage or have a financial interest in any business which is involved
          in the design, manufacturing, marketing or sale of batteries or
          battery operated lighting devices (excepting only the ownership of not
          more


                                       5
<PAGE>


          than 5% of the outstanding securities of any class listed on an
          exchange or the Nasdaq Stock Market). The "Non-Competition Period" is
          (a) the longer of the Executive's employment hereunder or time period
          which he serves as a director of the Company plus (b) a period of one
          (1) year thereafter.

     (b)  Without limiting the generality of clause (a) above, the Executive
          further agrees that during the Non-Competition Period, he will not,
          directly or indirectly, in any capacity, either separately, jointly or
          in association with others, solicit or otherwise contact any of the
          Company's customers or prospects, as shown by the Company's records,
          that were customers or prospects of the Company at any time during the
          Non-Competition Period if such solicitation or contact is for the
          general purpose of selling products that satisfy the same general
          needs as any products that the Company had available for sale to its
          customers or prospects during the Non-Competition Period.

     (c)  The Executive agrees that during the Non-Competition Period,
          he shall not, other than in connection with employment for the
          Company, solicit the employment or services of any employee of Company
          who is or was an employee of Company at any time during the
          Non-Competition Period. During the Non-Competition Period, the
          Executive shall not hire any employee of Company for any other
          business.

     (d)  If a court determines that the foregoing restrictions are too
          broad or otherwise unreasonable under applicable law, including with
          respect to time or space, the court is hereby requested and authorized
          by the parties hereto to revise the foregoing restrictions to include
          the maximum restrictions allowed under the applicable law.

     (e)  For purposes of this Section 6 and Section 7, the "Company"
          refers to the Company and any incorporated or unincorporated
          affiliates of the Company.

7.   SECRET PROCESSES AND CONFIDENTIAL INFORMATION.

     (a)  The Executive agrees to hold in strict confidence and, except as the
          Company may authorize or direct, not disclose to any person or use
          (except in the performance of his services hereunder) any confidential
          information or materials received by the Executive from the Company
          and any confidential information or materials of other parties
          received by the Executive in connection with the performance of his
          duties hereunder. For purposes of this Section 7(a), confidential
          information or materials shall include existing and potential customer
          information, existing and potential supplier information, product
          information, design and construction information, pricing and
          profitability information, financial information, sales and marketing
          strategies and techniques and business ideas or practices. The
          restriction on the Executive's use or disclosure of the confidential
          information or materials shall remain in force until such information
          is of general knowledge in the industry through no fault of the


                                       6
<PAGE>



          Executive or any agent of the Executive. The Executive also agrees to
          return to the Company promptly upon its request any Company
          information or materials in the Executive's possession or under the
          Executive's control.

     (b)  The Executive will promptly disclose to the Company and to no other
          person, firm or entity all inventions, discoveries, improvements,
          trade secrets, formulas, techniques, processes, know-how and similar
          matters, whether or not patentable and whether or not reduced to
          practice, which are conceived or learned by the Executive during the
          period of the Executive's employment with the Company, either alone or
          with others, which relate to or result from the actual or anticipated
          business or research of the Company or which result, to any extent,
          from the Executive's use of the Company's premises or property
          (collectively called the "Inventions"). The Executive acknowledges and
          agrees that all the Inventions shall be the sole property of the
          Company, and the Executive hereby assigns to the Company all of the
          Executive's rights and interests in and to all of the Inventions, it
          being acknowledged and agreed by the Executive that all the Inventions
          are works made for hire. The Company shall be the sole owner of all
          domestic and foreign rights and interests in the Inventions. The
          Executive agrees to assist the Company at the Company's expense to
          obtain and from time to time enforce patents and copyrights on the
          Inventions.

     (c)  Upon the request of, and, in any event, upon termination of
          the Executive's employment with the Company, the Executive shall
          promptly deliver to the Company all documents, data, records, notes,
          drawings, manuals and all other tangible information in whatever form
          which pertains to the Company, and the Executive will not retain any
          such information or any reproduction or excerpt thereof.

8.   NOTICES. All notices or other communications hereunder shall be in
     writing and shall be deemed to have been duly given (a) when delivered
     personally, (b) upon confirmation of receipt when such notice or other
     communication is sent by facsimile or telex, (c) one day after delivery to
     an overnight delivery courier, or (d) on the fifth day following the date
     of deposit in the United States mail if sent first class, postage prepaid,
     by registered or certified mail. The addresses for such notices shall be as
     follows:

     (a)  For notices and communications to the Company:
               Rayovac Corporation
               601 Rayovac Drive
               Madison, WI 53711
               Facsimile: (608) 278-6666
               Attention: James T. Lucke

     (b)  For notices and communications to the Executive:
               Merrell M. Tomlin
               3576 Timber Lane
               Cross Plains, WI 53528


                                       7
<PAGE>




     Any party hereto may, by notice to the other, change its address for
     receipt of notices hereunder.

9.  GENERAL.

    9.1   GOVERNING LAW. This Agreement shall be construed under and
          governed by the laws of the State of Wisconsin, without reference to
          its conflicts of law principles.

    9.2   AMENDMENT; WAIVER. This Agreement may be amended, modified,
          superseded, canceled, renewed or extended, and the terms hereof may be
          waived, only by a written instrument executed by all of the parties
          hereto or, in the case of a waiver, by the party waiving compliance.
          The failure of any party at any time or times to require performance
          of any provision hereof shall in no manner affect the right at a later
          time to enforce the same. No waiver by any party of the breach of any
          term or covenant contained in this Agreement, whether by conduct or
          otherwise, in any one or more instances, shall be deemed to be, or
          construed as, a further or continuing waiver of any such breach, or a
          waiver of the breach of any other term or covenant contained in this
          Agreement.

    9.3   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, and inure to
          the benefit of his administrators, executors, heirs and assigns,
          although the obligations of the Executive are personal and may be
          performed only by him. This Agreement shall also be binding upon and
          inure to the benefit of the Company and its subsidiaries, successors
          and assigns, including any corporation with which or into which the
          Company or its successors may be merged or which may succeed to their
          assets or business.

    9.4   COUNTERPARTS. This Agreement may be executed in two
          counterparts, each of which shall be deemed an original but which
          together shall constitute one and the same instrument.

    9.5   ATTORNEYS' FEES. In the event that any action is brought to
          enforce any of the provisions of this Agreement, or to obtain money
          damages for the breach thereof, and such action results in the award
          of a judgment for money damages or in the granting of any injunction
          in favor of one of the parties to this Agreement, all expenses,
          including reasonable attorneys' fees, shall be paid by the
          non-prevailing party.

    9.6   NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
          prevent or limit the Executive's continuing or future participation
          during his employment hereunder in any benefit, bonus, incentive or
          other plan or program provided by the Company or any of its affiliates
          and for which the Executive may qualify. Amounts which are vested
          benefits or which the Executive is otherwise entitled to receive under
          any plan or program of the Company or any affiliated company at or
          subsequent to the date of the Executive's termination of employment
          with the Company shall, subject to the terms hereof or any other


                                       8
<PAGE>



          agreement entered into by the Company and the Executive on or
          subsequent to the date hereof, be payable in accordance with such plan
          or program.

    9.7   MITIGATION. In no event shall the Executive be obligated to
          seek other employment by way of mitigation of the amounts payable to
          the Executive under any of the provisions of this Agreement.

    9.8   EQUITABLE RELIEF. The Executive expressly agrees that breach
          of any provision of Sections 6 or 7 of this Agreement would result in
          irreparable injuries to the Company, that the remedy at law for any
          such breach will be inadequate and that upon breach of such
          provisions, the Company, in addition to all other available remedies,
          shall be entitled as a matter of right to injunctive relief in any
          court of competent jurisdiction without the necessity of proving the
          actual damage to the Company.

    9.9   SEVERANCE AGREEMENT. The Severance Agreement between the
          parties dated October 1, 1998 is hereby terminated and all rights and
          obligations thereunder are of no further force or effect.

    9.10  ENTIRE AGREEMENT. This Agreement and the schedule hereto
          constitute the entire understanding of the parties hereto with respect
          to the subject matter hereof and supersede all prior negotiations,
          discussions, writings and agreements between them with respect to the
          subject matter hereof.


                                       9
<PAGE>



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

                                RAYOVAC CORPORATION

                                By:
                                   -----------------------------
                                   David A. Jones
                                   Chief Executive Officer



EXECUTIVE:


----------------------------
Name:  Merrell M. Tomlin


                                       10
<PAGE>


                                   SCHEDULE A

                               RAYOVAC CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT

     This is a Restricted Stock Award Agreement ("Agreement") dated as of
October 1, 2000 by and between Rayovac Corporation, a Wisconsin corporation (the
"Company"), and Merrell M. Tomlin (the "Executive") pursuant to The 1997 Rayovac
Incentive Plan (the "Plan"), and, in consideration of the mutual promises set
forth below and other good and valuable consideration, the mutuality and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:

     1. BACKGROUND. The Company has adopted the Plan to provide additional
incentive compensation to its officers and other employees and to encourage such
individuals, including the Executive, to remain in the employ of the Company.
The Company desires to grant an award (the "Award") to the Executive of shares
of the Company's common stock, par value $.01 per share ("Common Stock"), as
additional incentive for the Executive's services and as an inducement to the
continued services by the Executive to the Company and its subsidiaries, subject
to all of the terms, conditions and restrictions contained herein. The Executive
acknowledges that he has received a copy of the Plan and any prospectus related
thereto from the Company.

     2. GRANT OF AWARD. Pursuant to the Plan and subject to the terms and
conditions of this Agreement and the Plan, the Company hereby grants to the
Executive an Award of Twenty-Five Thousand Four Hundred One (25,401) shares of
Common Stock, subject to certain restrictions (individually, a "Share" and
collectively, the "Shares").

     3. RESTRICTIONS. Until expiration of the restrictions provided in this
Agreement or in the Plan, the Shares shall be subject to the following
restrictions:

          (a) CONTINUED EMPLOYMENT. The Executive shall remain in the employment
of the Company or one of its subsidiaries and if, prior to the lapse of
restrictions on the Shares, the Executive's employment by the Company terminates
for any reason other than termination by the Company without Cause or by reason
of death or disability of Executive prior to the date the restrictions lapse,
the Shares shall immediately be forfeited to the Company and the Executive shall
have no further rights with respect the Shares. The terms "Cause" and
"disability" shall be defined as set forth in Sections 4(a) and (b) of
Executive's Employment Agreement of October 1, 2000.


                                       11
<PAGE>



          (b) TRANSFER. The Shares may not be sold, assigned, transferred,
exchanged, pledged, hypothecated, or otherwise encumbered in any manner by the
Executive.

    4. LAPSE OF RESTRICTIONS.

          (a) GENERAL. Subject to the terms of this Agreement, restrictions on
the Shares shall expire on September 30, 2003, and the Executive shall receive
the Shares with respect to which such restrictions expire within thirty (30)
days after such vesting date.

          (b) FORFEITURE OF SHARES. The Executive shall forfeit all of the
Shares subject to restrictions upon the Executive's termination of employment
with the Company or any of its subsidiaries for any reason other than
termination by the Company without Cause or by reason of death or disability.

          (c) TERMINATION OF RESTRICTIONS. Notwithstanding the foregoing, the
Compensation Committee of the Board of Directors of the Company shall have the
power, in its sole discretion, to accelerate the expiration of the applicable
restriction period, to waive any restriction with respect to any part or all of
the Shares, or to waive the forfeiture of Shares and to retain restrictions on
Shares that would have been forfeited pursuant to the terms of this Agreement.

    5. CERTIFICATES. Each certificate issued in respect of the Shares shall
be registered in the name of Executive and deposited with the Company or its
designee and shall bear the following legend:

          "This certificate and the shares of common stock represented hereby
          are subject to the terms and conditions (including forfeiture and
          restrictions against transfer) contained in The 1997 Rayovac Incentive
          Plan and an Agreement entered into between Rayovac Corporation and the
          registered owner. Release from such terms and conditions shall be
          obtained only in accordance with the provisions of such Plan and
          Agreement, copies of which are on file in the office of the Secretary
          of Rayovac Corporation, Madison, Wisconsin."

     The Executive shall execute and deliver to the Company a stock power or
powers in blank with respect to the Shares.

     6. SECTION 83 ELECTION. The Executive agrees not to file an election under
section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to
the Shares.

     7. CHANGE IN CONTROL. As more particularly provided in the Plan, all
restrictions with respect to any of the Shares that have not been previously
forfeited


                                       12
<PAGE>




as provided in this Agreement shall expire and lapse upon the
occurrence of a Change in Control (as defined in the Plan). If a Change in
Control has occurred, all restrictions on the Shares shall expire immediately
prior to the effective date of the Change in Control.

     8. INCORPORATION OF PLAN; DEFINED TERMS. The Plan is incorporated herein by
reference and made a part of this Agreement as if each provision of the Plan
were specifically set forth herein. In the event of a conflict between the Plan
and this Agreement, the terms and conditions of the Plan shall govern. Unless
otherwise expressly defined in this Agreement, all capitalized terms in this
Agreement shall have the meanings given such terms in the Plan.

     9. MISCELLANEOUS.

          (a) SUCCESSORS; GOVERNING LAW. This Agreement shall bind and inure to
the benefit of the parties, their heirs, personal representative, successors in
interest and assigns. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin.

          (b) DIVIDENDS. The Company shall have the discretion to pay to the
Executive any special or regular cash dividends declared by the Board of
Directors, or to defer the payment of cash dividends until the expiration of the
restrictions with respect to the Shares, or reinvest such amounts in additional
shares of Restricted Stock. Any cash payments of dividends that become payable
while any of the Shares remain subject to restrictions hereunder to Executive
with respect to the restricted shares may, in the Company's discretion, be net
of an amount sufficient to satisfy any federal, state and local withholding tax
requirements with respect to such dividends.

          (c) CONTINUED EMPLOYMENT. The Agreement does not constitute a contract
of employment. Participation in the Plan does not give the Executive the right
to remain in the employ of the Company or a subsidiary and does not limit in any
way the right of the Company or a subsidiary to change the duties or
responsibilities of the Executive.

          (d) AMENDMENT. The Company may amend this Agreement or modify the
provisions for the termination of the restrictions on the Shares without the
approval of the Executive to comply with any rules or regulations under
applicable tax, securities or other laws or the rules and regulations
thereunder, or to correct any omission in this Agreement.


                                       13
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement, effective as
of the date set forth below.

                                       Rayovac Corporation

October 1, 2000                        By:
                                          -----------------------------------
                                          David A. Jones
                                          Chief Executive Officer


EXECUTIVE


--------------------------------------
Name:    Merrell M. Tomlin

Address: 3576 Timber Lane
         Cross Plains, WI 53528

                                       14