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                                                                    Exhibit 10.3

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into
as of the 1st day of October, 2000 ("Effective Date"), by and between Rayovac
Corporation, a Wisconsin corporation (the "Company"), and David A. Jones (the
"Executive").

                  WHEREAS, the Executive and the Company were parties to an
Employment Agreement dated September 12, 1996, with respect to the employment of
the Executive by the Company (the "1996 Agreement");

                  WHEREAS, the Executive and the Company modified the terms of
Executive's employment with the Company by entering into an Amended and Restated
Employment Agreement dated April 27, 1998 (the "1998 Agreement"), and the
parties wish to amend and restate the provisions of the 1998 Agreement as set
forth herein; and

                  WHEREAS, the Company desires the benefit of the experience,
supervision and services of the Executive and 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, as
         the Chairman of the Board of Directors and Chief Executive Officer of
         the Company, reporting directly to the Board of Directors of the
         Company (the "Board"). In connection therewith, as Chairman of the
         Board and Chief Executive Officer, the Executive shall oversee and
         direct the operations of the Company and perform such other duties
         consistent with the responsibilities of Chairman of the Board and Chief
         Executive Officer, all subject to the direction and control of the
         Board. During the Term (as defined below), the Executive shall devote
         substantial time to such employment which will be his primary business
         activity.

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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").

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 Five Hundred and Fifty Thousand Dollars ($550,000) per
                  annum effective October 1, 2000 for the duration of the Term
                  ("Base Salary"), which Base Salary shall be paid in equal
                  monthly installments each year, to be paid monthly in arrears.
                  The Board will review from time to time the Base Salary
                  payable to the 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, as set forth on SCHEDULE A hereto, on
                  the Company achieving 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)      ADDITIONAL SALARY. In addition to the compensation described
                  above, (i) so long as the promissory note (the "Note") of the
                  Executive attached hereto as EXHIBIT A is not due and payable
                  in full, the Executive shall receive additional compensation
                  at an initial rate of Thirty-five Thousand Dollars ($35,000)
                  per annum during the Term, payable (A) at the time the Bonus
                  is payable hereunder, (B) if no Bonus is payable hereunder, at
                  the time the Board determines that no Bonus is payable
                  hereunder or (C) if payment of principal of and interest on
                  the Note is accelerated, at the time of the Executive's
                  payment in full of the Note; provided, however, that to the
                  extent the Note is prepaid, the rate set forth above shall be
                  decreased by the amount by which interest on the Note has been
                  reduced as a result of such prepayment and (ii) the Executive
                  shall also receive an additional $18,500 per annum during the
                  Term, payable at the time

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                  the first monthly installment of Base Salary is payable
                  hereunder and on each anniversary thereafter (all such
                  payments set forth in clauses (i) and (ii) above are referred
                  to herein as the "Additional Salary").

         (d)      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.

         (e)      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.

         (f)      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 B.

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

         (h)      HOUSING AND 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. In
                  addition, the Company will reimburse the Executive for
                  expenses associated with reasonable travel to and from Atlanta
                  and will pay or reimburse the Executive for the reasonable
                  expenses associated with providing the Executive with the use
                  of a suitable home purchased by the Company in the Madison
                  area, other than utilities and maintenance. 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.

         (i)      AUTOMOBILE. The Company shall provide the Executive with the
                  use of a leased automobile suitable for a chief executive
                  officer of a company similar to the Company.

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

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                  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.

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

         (l)      RETENTION BONUS; HOUSE SALE.

                  (i)      Within thirty (30) days after the Effective Date of
                           this Agreement, Company shall pay Executive Four
                           Hundred Thousand Dollars ($400,000) as a bonus for
                           past services to the Company, and then, on the
                           earlier of September 30, 2003 or a Sale (as described
                           in the first sentence of Section 4(d)), the Company
                           shall pay the Executive an additional amount of Four
                           Hundred Thousand Dollars ($400,000).

                  (ii)     If the Company does not terminate the Executive's
                           employment hereunder pursuant to Section 4(a) and the
                           Executive does not terminate his employment hereunder
                           pursuant to Section 4(d) (other than following a Sale
                           as described in the first sentence of Section 4(d)),
                           then at any time after the earlier of April 30, 2003
                           or the date on which the Executive's employment is
                           terminated, at the option of and upon the request of
                           the Executive or his estate, the Company shall sell
                           to the Executive or his estate fee simple title to
                           the home purchased by the Company for the use of the
                           Executive, free and clear of all liens and
                           encumbrances arising after the date of the Company's
                           acquisition of the home and not created by the
                           Executive other than liens or encumbrances that do
                           not materially affect the use or value thereof; the
                           purchase price shall be One Dollar ($1.00).

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"):

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                  (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
                           Board, provided such failure or refusal continues
                           after thirty (30) days of the receipt of notice in
                           writing from 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.

                  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 Agreement to purchase
                  455,786 shares of Common Stock at an exercise price of $4.39
                  per share (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

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                  hereunder without prior 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). 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, or
                  upon thirty (30) days prior written notice after a Sale (as
                  such term is defined in the Stock Option Agreements). Any such
                  termination shall be treated as a termination by the Company
                  for "Cause" under Section 5, unless notice of such termination
                  was given within thirty (30) days after a Sale (as such term
                  is defined in the Stock Option Agreements), in which case such
                  termination shall be treated in accordance with Section 5(d)
                  hereof.

         (e)      CONSTRUCTIVE TERMINATION BY THE EXECUTIVE. The Executive shall
                  be entitled to terminate his employment and appointment
                  hereunder, without prior notice, upon the occurrence of a
                  Constructive Termination. Any such termination shall be
                  treated as a termination by the Company without Cause. For
                  this purpose, a "Constructive Termination" shall mean:

                  (i)      a reduction in Base Salary or Additional Salary
                           (other than as permitted hereby);

                  (ii)     a reduction in annual Bonus opportunity;

                  (iii)    a change in location of office of more than
                           seventy-five (75) miles from Madison, Wisconsin;

                  (iv)     unless with the express written consent of the
                           Executive, (a) the assignment to the Executive of any
                           duties inconsistent in any substantial respect with
                           the Executive's position, authority or
                           responsibilities as contemplated by Section 1 of this
                           Agreement or (b) any other substantial change in such

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                           position, including titles, authority or
                           responsibilities from those contemplated by Section 1
                           of the Agreement; or

                  (v)      any material reduction in any of the benefits
                           described in Section 3(g), (h), (i) or (j) hereof.

                  For purposes of the Stock Option Agreements, Constructive
                  Termination shall be treated as a termination of employment by
                  the Company without "Cause."

         (f)      NOTICE OF TERMINATION. Any termination by the Company for
                  Cause or by the Executive for Constructive Termination 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
                  any party to set forth in the Notice of Termination any fact
                  or circumstance which contributes to a showing of Cause or
                  Constructive Termination shall not waive any right of such
                  party hereunder or preclude such party 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 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)      DEATH OR DISABILITY. If the Executive's employment is
                  terminated by the death or disability of the Executive
                  (pursuant to Section 4(b)), the Executive's compensation
                  provided in Section 3 shall be paid to the Executive or, in
                  the event of the death of the Executive, the Executive's
                  estate, as follows:

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                  (i)      the Executive's Base Salary specified in Section 3(a)
                           shall continue to be paid in monthly installments
                           until the first to occur of (i) twenty-four (24)
                           months following such termination or (ii) such time
                           as the Executive or the Executive's estate breaches
                           the provisions of Sections 6 or 7 of this Agreement;

                  (ii)     double the PRO RATA portion (based on days worked and
                           percentage of achievement of annual performance
                           goals) of the annual Bonus payable to the Executive,
                           if any, specified in Section 3(b) shall be paid,
                           unless the Board determines to pay a greater amount
                           in its sole discretion;

                  (iii)    the Executive's Additional Salary (or, for any
                           partial year, the pro rata portion thereof) specified
                           in Section 3(c) shall continue to be paid until the
                           first to occur of (i) the remaining period of the
                           Term or (ii) such time as the Executive or the
                           Executive's estate breaches the provisions of
                           Sections 6 or 7 of this Agreement;

                  (iv)     If the Executive's employment is terminated as a
                           result of disability, the Executive's additional
                           benefits specified in Section 3(d) shall continue to
                           be available to the Executive until the first to
                           occur of (i) the remaining period of the Term (or
                           twenty-four (24) months following such termination,
                           if greater) or (ii) such time as the Executive
                           breaches the provisions of Sections 6 or 7 of this
                           Agreement; and

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

         (c)      WITHOUT CAUSE. If the Executive's employment is terminated by
                  the Company without Cause (pursuant to Section 4(c) or 4(e)),
                  the Executive's compensation provided in Section 3 shall be
                  paid as follows:

                  (i)      the Executive's Base Salary specified in Section 3(a)
                           shall continue to be paid in monthly installments
                           until the first to occur of (i) the remaining period
                           of the Term (or twenty-four (24) months following
                           such termination, if greater) or (ii) such time as
                           the Executive breaches the provisions of Sections 6
                           or 7 of this Agreement;

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                  (ii)     the Executive's annual Bonus shall continue to be
                           paid in accordance with this Section 5(c) at the
                           times set forth in Section 3(b) until the first to
                           occur of (i) the remaining period of the Term (or
                           twenty-four (24) months following such termination,
                           if greater) or (ii) such time as the Executive
                           breaches the provisions of Sections 6 or 7 of this
                           Agreement. The annual Bonus payable pursuant to this
                           Section 5(c) shall equal the amount of the annual
                           Bonus (if any) previously paid or required to be paid
                           pursuant to this Agreement (or the 1998 Agreement)
                           for the full fiscal year immediately prior to the
                           Executive's termination of employment;

                  (iii)    the Executive's Additional Salary (or, for any
                           partial year, the pro rata portion thereof) specified
                           in Section 3(c) shall continue to be paid until the
                           first to occur of (i) the remaining period of the
                           Term (or twenty-four (24) months following such
                           termination, if longer) or (ii) such time as the
                           Executive breaches the provisions of Sections 6 or 7
                           of this Agreement; and

                  (iv)     the Executive's additional benefits specified in
                           Section 3(d) shall continue to be available to the
                           Executive until the first to occur of (i) twenty-four
                           (24) months following such termination or (ii) such
                           time as the Executive breaches the provisions of
                           Sections 6 or 7 of this Agreement.

         (d)      FOLLOWING SALE. If the Executive elects to terminate his
                  employment within thirty (30) days following a Sale in
                  accordance with Section 4(d), such termination by the
                  Executive shall be treated as a termination by the Company
                  without Cause, and the Executive shall be entitled to the
                  compensation provided in Section 5(c); provided, however, that
                  Executive's Base Salary, annual Bonus, Additional Salary and
                  Section 3(d) additional benefits shall continue to be paid
                  only until the first to occur of (i) the remaining period of
                  the Term (or twelve (12) months following the expiration of
                  the Post-Term Period (as defined below)) or (ii) such time as
                  the Executive breaches the provisions of Sections 6 or 7 of
                  this Agreement. In no event, however, shall Executive receive
                  less than twelve (12) months Base Salary and annual Bonus
                  following the expiration of the Post-Term Period.
                  Notwithstanding the foregoing, the Company may require that
                  the Executive continue to remain in the employ of the Company
                  for up to a maximum of thirty (30) days following the Sale
                  (the "Post-Term Period"). The Company shall place the maximum
                  cash payments payable pursuant to Section 5(c) in escrow with
                  a

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                  commercial bank or trust company mutually acceptable to the
                  Company and the Executive as soon as practicable following the
                  Sale. For the Post-Term Period, the Company shall make the
                  cash payments that would otherwise be required pursuant to
                  Section 3 (all such cash payments to be deducted from the
                  amount placed in escrow). At the expiration of the Post-Term
                  Period, the Executive shall receive all cash amounts due the
                  Executive from the remaining amount held in escrow ratably
                  monthly over the Non-Competition Period (as defined below),
                  with the balance (if any) returned to the Company. If the
                  Company does not require that the Executive remain in the
                  employ of the Company, the Company shall pay the Executive all
                  cash amounts payable pursuant to Section 5(c) ratably monthly
                  over the Non-Competition Period (all such cash payments to be
                  deducted from the amount placed in escrow) with the balance
                  (if any) returned to the Company.

         The Executive shall not be required to mitigate the amount of any
         payment provided for herein by seeking other employment or otherwise,
         and if the Executive does obtain other employment, all amounts payable
         by the Company under this Agreement shall remain fully due and payable.

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 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

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                  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
                  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.

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         (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: Board of Directors

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<PAGE>

                  with a copy to:

                           Thomas H. Lee Company
                           75 State Street
                           Boston, MA  02109
                           Facsimile: (617) 227-3514
                           Attention: Warren C. Smith, Jr.

                  and a copy to:

                           Skadden, Arps, Slate,
                             Meagher & Flom LLP
                           One Beacon Street,
                           Boston, MA  02108
                           Facsimile:  (617) 573-4822
                           Attention:  Louis A. Goodman, Esq.

         (b)      For notices and communications to the Executive:

                           David A. Jones
                           7912 Via Vecchia
                           Naples, Florida  34108

                  with a copy to:

                           Sutherland, Asbill & Brennan LLP
                           999 Peachtree Street, N.E.
                           Atlanta, GA  30309
                           Facsimile: (404) 853-8806
                           Attention: Mark D. Kaufman, Esq.

         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.

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         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

                                       14
<PAGE>

                  with the Company shall, subject to the terms hereof or any
                  other 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. In the event that the Executive shall give a Notice
                  of Termination for Constructive Termination and it shall
                  thereafter be determined that Constructive Termination did not
                  take place, the employment of the Executive shall, unless the
                  Corporation and the Executive shall otherwise mutually agree,
                  be deemed to have terminated, at the date of giving such
                  purported Notice of Termination, and the Executive shall be
                  entitled to receive only those payments and benefits which he
                  would have been entitled to receive at such date had he
                  terminated his employment voluntarily at such date under
                  Section 4(d) 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      TERMINATION OF 1998 AGREEMENT. The 1998 Agreement is hereby
                  terminated.

         9.10     ENTIRE AGREEMENT. This Agreement and the exhibit and 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.



                                       15
<PAGE>

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

                                          RAYOVAC CORPORATION

                                          By
                                            ------------------------------------
                                          Kent J. Hussey
                                          President and Chief Operating Officer

EXECUTIVE:


------------------------------------
David A. Jones






                                       16
<PAGE>

                                   SCHEDULE A

                            EXECUTIVE BONUS SCHEDULE
<TABLE>
<CAPTION>
===============================================================================
                                                       Bonus Available
             Percentage of                              as Percentage
             Plan Achieved                          of Annual Base Salary
-------------------------------------------------------------------------------
             <S>                                         <C>
              137.5%                                        120%
-------------------------------------------------------------------------------
              130                                           110
-------------------------------------------------------------------------------
              122.5                                         100
-------------------------------------------------------------------------------
              115                                            90
-------------------------------------------------------------------------------
              107.5                                          75
-------------------------------------------------------------------------------
              100                                            60
-------------------------------------------------------------------------------
               90                                            30
-------------------------------------------------------------------------------
               80                                             0
===============================================================================
</TABLE>

         Any level of Company performance which falls between two specific
points set forth above under "Percentage of Plan Achieved" shall entitle the
Executive to receive a percentage of Base Salary determined on a straight line
basis between such two points. Such amount shall be calculated as follows:

         [(A-B) x .1] x (C-D) + D

Where:

A  =  The actual Percentage of Plan Achieved.

B  =  The Percentage of Plan Achieved set forth above which is less than and
      closest to actual results.

C  =  The Bonus Available as Percentage of Base Salary set forth above
      which is greater than and closest to the percentage that would apply
      based on actual results.

D  =  The Bonus Available as Percentage of Base Salary set forth above
      which is less than and closest to the percentage that would apply based
      on actual results.

                                       17
<PAGE>

                                   SCHEDULE B

                               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 David A. Jones (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 Fifty-One Thousand Three Hundred Eighty-Seven (51,387)
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 Amended and Restated Employment Agreement of October 1, 2000.

                                       18
<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.

                                       19
<PAGE>

         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 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.

                                       20
<PAGE>

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

                                                 Rayovac Corporation

October 1, 2000                                  By:
                                                    ---------------------------
                                                    Kent J. Hussey
                                                    President and
                                                    Chief Operating Officer

EXECUTIVE

-------------------------------------
Name:    David A. Jones
Address: 7912 Via Vecchia
         Naples, Florida  34108



                                       21