exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Employment Agreement”) is effective as of May 11, 2010 by and
between Ames True Temper, Inc., a Delaware corporation (the “Company”), and Daniel Yurovich (the
“Executive”).



     WHEREAS, the Company and its subsidiaries are engaged in the business of (i) manufacturing,
marketing and distributing long-handled tools, wheelbarrows, hose reels, striking tools, pruning
implements, pots and planters, snow tools, lawn carts, repair handles, garden hoses, and decorative
accessories for the lawn and garden, and (ii) conducting such other activities as are undertaken
from time to time by the Company and each of its Affiliates, as defined in Section 9(f), as a
result of future acquisitions, or otherwise; and



     WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the
Company, as Senior Vice President- Operations, in accordance with the terms and conditions set
forth herein.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises in
this Employment Agreement, the parties agree as follows:



     1. Employment. The Company hereby agrees to employ Executive as Senior Vice President
- Operations, and Executive hereby agrees to accept such employment, all in accordance with the
terms and conditions of this Employment Agreement. Executive hereby represents and warrants that
neither Executive’s entry into this Employment Agreement nor Executive’s performance of Executive’s
obligations hereunder will conflict with or result in a breach of the terms, conditions or
provisions of any other agreement or obligation of any nature to which Executive is a party or by
which Executive is bound, including, without limitation, any development agreement, non-competition
agreement or confidentiality agreement entered into by Executive.



     2. Term of Employment and Automatic Renewal. The term of Executive’s employment under
this Employment Agreement will commence on the date of this Employment Agreement and will continue
until the first (1st) anniversary of the date of this Employment Agreement (the “Initial Employment
Period"). THE INITIAL EMPLOYMENT PERIOD AND ANY RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN)
SHALL AUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREIN FOR
CONSECUTIVE ONE-YEAR PERIODS (EACH, A “RENEWAL EMPLOYMENT PERIOD”), UNLESS NOT LATER THAN SIXTY
(60) DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANY RENEWAL EMPLOYMENT PERIOD, AS
THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY OF ITS ELECTION TO
TERMINATE THIS EMPLOYMENT AGREEMENT. The Initial Employment Period and the Renewal Employment
Periods are hereinafter referred to as the “Employment Period.” For purposes of this Employment
Agreement, any notice of termination electing not to renew this Employment Agreement pursuant to
this Section 2 shall be deemed: (i) a termination without Due Cause pursuant to Section 9(d) if
such notice is delivered by the Company; or (ii) a voluntary resignation without Good Reason
pursuant to Section 9(e) if such



 









 




notice is delivered by Executive. Notwithstanding anything to the contrary contained herein,
the Employment Period is subject to termination pursuant to Section 9 below.




     3. Position and Responsibilities. Executive shall report to and be subject to the
direction of the Chief Executive Officer. Executive shall perform and discharge such duties and
responsibilities for the Company as the Chief Executive Officer may from time to time reasonably
assign Executive. Executive understands and acknowledges that such duties shall be subject to
revision and modification by the Chief Executive Officer and/or the Board of Directors (the
"Board”) of CHATT Holdings LLC (“CHATT”), as appropriate, upon reasonable notice to Executive.
During the Employment Period, Executive shall devote Executive’s full business time, attention,
skill and efforts to the faithful performance of Executive’s duties herein, and shall perform the
duties and carry out the responsibilities assigned to Executive, to the best of Executive’s
ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the
Company. Executive acknowledges that Executive’s duties and responsibilities will require
Executive’s full-time business efforts and agrees that during the Employment Period, Executive will
not engage in any outside business activities that conflict with the Executive’s obligations under
this Employment Agreement.



     4. Compensation.



          (a) Base Salary. During the Employment Period, the Company shall pay to Executive a
minimum base salary at the rate of $216,315 per year (the “Base Salary”), less applicable tax
withholding, subject to increase from time to time, solely at the Company’s discretion, payable at
the Company’s regular employee payroll intervals. Executive’s performance shall be reviewed
annually and the Base Salary may be increased, effective January 1 of each year, at the Company’s
sole discretion.



(b) Bonus. The Executive shall be eligible to receive an annual bonus for each year during
the Employment Period. The target annual bonus is 50% of the Executive’s Base Salary, and he is
eligible to receive up to a maximum of 86.7% of his Base Salary. Two thirds (2/3) of the annual
bonus will be based on the Company’s achievement of annual EBITDA and cash flow targets approved by
the Board of CHATT (or a committee thereof) and one third (1/3) will be based on individual
performance objectives approved by the Chief Executive Officer or the Board of CHATT. The parties
agree that with respect to Executive’s bonus for the fiscal year ending October 2, 2010 (“Fiscal
2010”), the Employment Period will be deemed to have commenced on the first day of Fiscal 2010; it
being acknowledged that Executive has been an employee of the Company since April 24, 2006.




          (c) Car Allowance. During the Employment Period, the Company shall provide the
Executive with a monthly car allowance of $825.00.




     5. Benefit Plans. During the Employment Period, Executive will be entitled to receive
traditional employment benefits comparable to those benefits provided to other senior executive
officers of the Company (subject to any applicable waiting periods, eligibility requirements, or
other restrictions), which may include insurance (medical, dental, life, disability, directors and
officers, etc.), retirement plans, and profit sharing plans. Notwithstanding the foregoing, the
Company may, at any time or from time to time, amend, modify, suspend or terminate any benefit plan
or program contemplated hereunder in this Section
5 for any reason and without the Executive’s prior written consent; provided that such



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amendment, modification, suspension or termination does not disproportionately impact the Executive
as compared to the other participants under such plan or program.




     6. Business Expenses. The Company, in accordance with policies and practices
established by the Board from time to time, will pay or reimburse Executive for all expenses
(including travel and cell phone expenses) reasonably incurred by Executive during the Employment
Period in connection with the performance of Executive’s duties under this Employment Agreement,
provided that Executive shall provide to the Company documentation or evidence of expenses for
which Executive seeks reimbursement in accordance with the policies and procedures established by
the Board or the Company from time to time.



     7. Vacation. Executive shall be entitled to vacation at the rate of four (4) weeks
per calendar year in accordance with the Company’s vacation policy (pro rated for partial years);
it being acknowledged that Executive’s vacation for calendar year 2010 shall begin to accrue as of
January 1, 2010. Executive shall make good faith efforts to schedule vacations so as to least
conflict with the conduct of the Company’s business and will give the Company adequate advance
notice of Executive’s planned absences. Up to half of Executive’s unused vacation time may be
carried over to subsequent years; provided, however, that in no event shall
Executive be entitled to greater than six (6) weeks vacation per year.



     8. Confidentiality, Inventions, Non-Competition and Non-Solicitation 
Agreement. Prior to the date hereof, Executive has entered into a confidentiality,
inventions, non-competition and non-solicitation agreement, in the form of Exhibit A attached
hereto and made a part hereof (the “Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement”).



     9. Termination.



          (a) Death. The Employment Period will terminate immediately upon the death of
Executive. If the Employment Period is terminated pursuant to this Section 9(a), the Company shall
have no further obligation to Executive (or the Executive’s estate) except for salary and benefits
accrued through the date of termination (the “Accrued Benefits”).




          (b) Due Cause. The Company may terminate the Employment Period immediately upon
written notice to Executive for a material breach of this Employment Agreement by Executive. The
following events constitute the exclusive list of events that will be deemed a material breach of
this Employment Agreement (each of which shall constitute “Due Cause”):





	 	(i)	 	Executive’s material breach of any of Executive’s obligations
under (a) the Confidentiality, Inventions, Non-Competition and Non-Solicitation
Agreement, (b) this Employment Agreement, (c) any Subscription Agreement
pursuant to which Executive is issued or acquires equity interests in CHATT,
(d) to the extent party thereto, the Amended and Restated Unitholders Agreement
of CHATT, dated as of June 28, 2004, as in effect from time to time, (e) to the
extent party thereto, the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time
to time or (f) to the
extent party thereto, the Registration Rights Agreement of CHATT, dated 




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	 	 	 	as of June 28, 2004, by and among the parties thereto, as in effect from time
to time; or
	 	(ii)	 	Executive’s continued and deliberate neglect of, willful
misconduct in connection with the performance of, or refusal to perform
Executive’s duties in accordance with Section 3 of this Employment Agreement,
which, in the case of neglect or failure to perform, has not been cured within
thirty (30) days after Executive has been provided notice of the same; or
	 
	 	(iii)	 	Executive’s engagement in any conduct which injures the
integrity, character, financial position or financial performance of the
business or reputation of the Company or which impugns Executive’s own
integrity, character or reputation so as to cause Executive to be unfit to act
in the capacity of the Senior Vice President — Operations of the Company; or
	 
	 	(iv)	 	the Board’s good faith determination that Executive has
committed an act or acts constituting a felony, or other act involving
dishonesty, disloyalty or fraud against the Company.





     If the Employment Period is terminated pursuant to this Section 9(b), the Company shall have
no further obligation to Executive except for the Accrued Benefits.



          (c) Permanent Disability. The Company may terminate the Employment Period upon the
Permanent Disability (as defined below) of the Executive. If the Employment Period is terminated
pursuant to this Section 9(c), then Executive will be entitled to receive the Accrued Benefits, and
such benefits, if any, as may be provided Executive pursuant to the Company’s disability insurance
policy. Except as set forth in the immediately preceding sentence, if the Employment Period is
terminated pursuant to this Section 9(c), the Company shall have no further obligation to
Executive. For purposes of this Employment Agreement, the term “Permanent Disability” shall mean
that Executive is unable to perform, with or without reasonable accommodation, by reason of
physical or mental incapacity, the essential functions of the Executive’s position for ninety (90)
or more days in any one hundred twenty (120) day period. The Board shall determine, according to
the facts then available, whether and when a Permanent Disability has occurred. Such determination
shall not be arbitrary or unreasonable.




          (d) Termination by the Company without Due Cause. The Company may terminate the
Employment Period without Due Cause upon thirty (30) days’ prior written notice. If the Employment
Period is terminated pursuant to this Section 9(d), then Executive will be entitled to receive (i)
the Accrued Benefits and (ii) the Executive’s Base Salary plus benefits pursuant to the
Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (at the same
cost to the Executive as in effect immediately prior to such termination of employment) for a
period of twelve (12) months, payable at the Company’s regular payroll intervals. Notwithstanding
the above, Executive shall receive such severance payment only if Executive is not in material
breach of any of the provisions of the Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement. Except as set forth in this Section 9(d), if the Employment Period is
terminated pursuant to this Section 9(d), the Company shall have no further obligation to
Executive.






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          (e) Voluntary Resignation by Executive. Executive may terminate the Employment Period
at any time for any reason upon thirty (30) days’ prior written notice. If the Employment Period
is terminated pursuant to this Section 9(e), the Company shall have no further obligation to
Executive except for the Accrued Benefits; provided, however, that if Executive is
terminating the Employment Period for Good Reason (as defined below), then Executive will also be
entitled to receive as severance pay the Executive’s Base Salary plus benefits pursuant to COBRA
(at the same cost to the Executive as in effect immediately prior to such termination of
employment) for a period of twelve (12) months, payable at the Company’s regular payroll intervals.
Notwithstanding the above, Executive shall receive such amounts only if Executive is not in
material breach of any of the provisions of the Confidentiality, Inventions, Non-Competition and
Non-Solicitation Agreement. The following events will be deemed “Good Reason” for which Executive
may terminate the Employment Period and receive the severance payments set forth in this Section
9(e):





	 	(i)	 	a material diminution of the Executive’s responsibilities after
notice to the Company and a thirty (30) day opportunity to cure; or
	 
	 	(ii)	 	any material breach of this Employment Agreement on the part of
the Company (including, but not limited to, any decrease in the Base Salary
without the consent of the Executive or relocation of Executive’s place of
employment to a location that is greater than fifty (50) miles from the
Harrisburg, Pennsylvania metropolitan area), after notice to the Board, and a
thirty (30) day opportunity to cure; provided, however, that
Executive is not in material breach of any of the terms of this Employment
Agreement.





          (f) General Release. The receipt of any severance payment as set forth in this
Sections 9 above shall be contingent upon Executive’s execution of a general release of all claims
against the Company and its Affiliates (as defined below) within 30 days following Executive’s
termination of employment that is not revoked, substantially in the form attached hereto as Exhibit
B. For purposes of this Employment Agreement, the term “Affiliates” means all persons or entities
that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, the Company, all companies or entities in which the Company owns an
equity interest, and all predecessors, successors and assigns of such affiliates.




          (g) Mitigation. Notwithstanding anything herein to the contrary, to the extent
Executive obtains employment at any time during the entire twelve (12) months of any severance
period, the Company’s severance obligations under this Employment Agreement, including, without
limitation, the continuation of Executive’s benefits hereunder, shall be reduced by the amount of
any compensation or benefits received (or accrued) by the Executive, including without limitation
any equity or other incentive compensation and any bonus, under such new employment arrangement.
Executive agrees that if Executive accepts other employment at any time during the entire twelve
(12) months of the severance period, Executive shall notify the Company in writing within two (2)
business days of such acceptance. Executive acknowledges that the Executive’s failure to abide by
this provision shall entitle the Company to recoup all severance pay previously paid to Executive
pursuant to this Employment Agreement.




          (h) Survival. Termination of the Employment Period in accordance with this
Section 9, or expiration of the Employment Period, will not affect the provisions of this




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Employment Agreement that survive such termination, including without limitation, the provisions in
the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement and will not limit
either party’s ability to pursue remedies at law or equity.




     10. Attorney’s Fees. If either party prevails in a legal action to enforce or protect
its rights under this Employment Agreement, then that party shall be entitled to recover reasonable
attorneys’ fees, costs, and expenses, in addition to all other relief, including but not limited to
damages and injunctive relief.



     11. Executive Assistance. Both during the Employment Period and for two (2) years
after the end of the Employment Period, Executive shall, upon reasonable notice, furnish the
Company with such information as may be in Executive’s possession or control, and cooperate with
the Company, as the Company may reasonably request (with due consideration to Executive’s business
activities and obligations after the Employment Period), in connection with any litigation, claim,
or other dispute in which the Company or any of its Affiliates is or may become a party. The
Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive
in fulfilling Executive’s obligations under this Section 11. In addition, to the extent that the
Executive provides such assistance at any time after six months from the date that Executive’s
employment with the Company has terminated, and Executive is required to be absent from employment
for one or more days in order to provide such assistance, the Company shall pay the Executive for
each such day an amount equal to the daily rate of the Executive’s Base Salary as in effect as of
the date of termination.



     12. Effect of Prior Agreements. This Employment Agreement and the Confidentiality,
Inventions, Non-Competition and Non-Solicitation Agreement, contain the entire understanding among
the Company, CHATT and Executive relating to the subject matter hereof and supersede any prior
agreements, arrangements, and understandings between Executive, CHATT, ATT Holding Co., and the
Company relating to the subject matter hereof.



     13. Modification and Waiver. This Employment Agreement may not be modified or
amended, nor may any provisions of this Employment Agreement be waived, except by an instrument in
writing signed by the parties. No written waiver will be deemed to be a continuing waiver unless
specifically stated therein, and each such waiver will operate only as to the specific term or
condition waived and shall not constitute a waiver of such term or condition for the future or as
to any act other than that specifically waived.



     14. Severability. If, for any reason, any provision of this Employment Agreement is
held invalid, such invalidity will not affect any other provision of this Employment Agreement, and
each provision will to the full extent consistent with law continue in full force and effect. If
any provision of this Employment Agreement is held invalid in part, such invalidity will in no way
affect the rest of such provision, and the rest of such provision, together with all other
provisions of this Employment Agreement, will, to the full extent consistent with law, continue in
full force and effect.



     15. Notices. Any notice, consent, waiver and other communications required or
permitted pursuant to the provisions of this Employment Agreement must be in writing and will be
deemed to have been properly given (a) when delivered by hand; (b) when sent by telecopier (with
acknowledgment of complete transmission), provided that a copy is mailed by U.S.
certified mail, return receipt requested; (c) three (3) days after sent by certified mail,
return



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receipt requested; or (d) one (1) day after deposit with a nationally recognized overnight
delivery service, in each case to the appropriate addresses and telecopier numbers set forth below:



If to the Company:



Castle Harlan, Inc.

150 East 58th Street

New York, New York 10155

Attn:      Justin Wender

Fax:      (212) 207-8042



and



Ames True Temper, Inc.

465 Railroad Avenue

Camp Hill, Pennsylvania 17011

Attn: President and Chief Executive Officer

Fax: (717) 730-2552



With a copy to:



Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attn.:     Robert Goldstein, Esq.

Fax:      (212) 593-5955



If to Executive:



To the address set forth in the personnel records of the Company.




     Each party will be entitled to specify a different address for the receipt of subsequent
notices by giving written notice thereof to the other party in accordance with this Section 15.



     16. Third Party Beneficiaries. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give to any person or entity, other than the parties to this
Employment Agreement and their respective permitted successors and assigns, any rights or remedies
under or by reason of this Employment Agreement.



     17. Headings. The headings and other captions in this Employment Agreement are
included solely for convenience of reference and will not control the meaning and interpretation of
any provision of this Employment Agreement.



     18. Governing Law; Arbitration. This Employment Agreement has been executed
in the State of Pennsylvania, and its validity, interpretation, performance, and enforcement
will be governed by the laws of such state, except with respect to conflicts of laws principles.
Except



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for disputes arising out of an alleged violation of the covenants set forth in the
Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement, any controversy or
claim arising out of or relating to any provision of this Employment Agreement or any other
document or agreement referred to herein shall be resolved by arbitration. The arbitration process
shall be instigated by either party giving written notice to the other of the desire for
arbitration and the factual allegations underlying the basis for the dispute. The arbitration
shall be conducted by such alternative dispute resolution service as is agreed to by the parties,
or, failing such agreement within thirty (30) days after such dispute arises, by arbitrators
selected as described below in accordance with the rules and procedures established by the American
Arbitration Association. Only a person who is a practicing lawyer admitted to a state bar may
serve as an arbitrator. Each party shall select one arbitrator, and those arbitrators shall choose
a third arbitrator; these arbitrators shall constitute the panel. The American Arbitration
Association rules for employment arbitration shall control any discovery conducted in connection
with the arbitration. The expenses of arbitration (other than attorneys’ fees) shall be shared as
determined by arbitration. Each side to the claim or controversy shall pay their own attorneys’
fees. Any result reached by the panel shall be binding on all parties to the arbitration, and no
appeal may be taken. It is agreed that any party to any award rendered in such arbitration
proceeding may seek a judgment upon the award and that judgment may be entered thereon by any court
having jurisdiction. The arbitration shall be conducted in the State of Pennsylvania.




     19. Non-Assignabilitv/Binding Effect. This Employment Agreement shall not be
assignable by either party without the prior written consent of the other party. This Employment
Agreement will be binding upon and inure to the benefit of Executive, the Company, and their
respective successors and permitted assigns.



     20. No Strict Construction. The language used in this Employment Agreement will be
deemed to be the language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any person.



     21. Conformance with Code Section 409A. The parties hereto agree to negotiate in good
faith should any amendment to this Employment Agreement be required in order to comply with Section
409A of the Internal Revenue Code (“Section 409A”). If any expense reimbursement or recovery of
any attorney’s fees, cost and expenses by Executive under this Agreement is determined to be
“deferred compensation” within the meaning of Section 409A, including, without limitation any
reimbursement or recovery under Section 6 and 10, then the reimbursement or recovery shall be made
to Executive as soon as practicable after submission of the reimbursement or recovery request, but
no later than December 31 of the year following the year during which such expense was incurred.



[Remainder of Page Intentionally Blank; Signature Page to Follow]








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     IN WITNESS WHEREOF, the Company has caused this Employment Agreement to be executed by its
duly authorized officer and Executive has signed this Employment Agreement, as of May 11, 2010.



	 	 	 	 	 	 	 

	 	 	AMES TRUE TEMPER, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Its:
	 	/s/ Duane R. Greenly
 

President and Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Daniel Yurovich	 	 
	 	 	 	 	 
	 	 	Daniel Yurovich	 	 







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EXHIBIT A




CONFIDENTIALITY, INVENTIONS,

NON-COMPETITION AND NON-SOLICITATION AGREEMENT



          This Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement (the
“Agreement”) is entered into this ___day of                      by and between CHATT Holdings LLC, its
successors or assigns (the “Company”) and Daniel Yurovich (the “Executive”). This Agreement sets
forth the entire agreement between the parties hereto concerning the subject matter hereof and
supersedes all prior agreements and understandings concerning the subject matter hereof. In
consideration of employment by the Company and/or its Affiliates (as defined in Section 2(b) below)
of Executive, which Executive acknowledges to be good and valuable consideration for the
Executive’s obligations hereunder, the Company and Executive agree as follows:





	1.	 	The Business.






	 	 	 	Executive acknowledges that the Company and its Affiliates are engaged in the
business of (i) manufacturing, marketing and distributing long-handled tools,
wheelbarrows, hose reels, striking tools, pruning implements, pots and planters,
snow tools, lawn carts, repair handles, garden hoses, and decorative accessories for
the lawn and garden, and (ii) conducting such other activities as are undertaken (or
are proposed or contemplated to be undertaken) from time to time by the Company and
each of its Affiliates as a result of future acquisitions or otherwise
(collectively, the “Business”).






	2.	 	Confidential Information.






	 	(a)	 	Executive acknowledges that the Confidential Information (as defined below)
constitutes a protectible business interest of the Company and its Affiliates, and
covenants and agrees that at all times during the period of Executive’s employment, and
at all times after termination of such employment, Executive will not, directly or
indirectly, disclose, furnish, make available or utilize any Confidential Information
other than in the course of performing duties as an employee of the Company and/or its
Affiliates. Executive will abide by Company policies and rules as may be established
from time to time by it for the protection of its Confidential Information. Executive
agrees that in the course of employment with the Company, Executive will not bring to
the Company’s offices or use, disclose to the Company, or induce the Company to use,
any confidential information or documents belonging to others. Executive’s obligations
under this Section 2(a) with respect to Confidential Information will survive
termination of Executive’s employment with the Company, and will terminate only at such
time (if any) as the Confidential Information in question becomes generally known to
the public other than through a breach of Executive’s obligations under this Agreement.




 









 












	 	(b)	 	As used in this Agreement, the term “Confidential Information” means any and
all confidential, proprietary or trade secret information, whether disclosed, directly
or indirectly, verbally, in writing or by any other means in tangible or intangible
form, including that which is conceived or developed by Executive, applicable to or in
any way related to: (i) the present or future business of the Company or any of its
Affiliates (as defined below); (ii) the research and development of the Company or any
of its Affiliates; or (iii) the business of any client, vendor, supplier or distributor
of the Company or any of its Affiliates. Such Confidential Information includes the
following property or information of the Company and its Affiliates, by way of example
and without limitation, trade secrets, processes, formulas, data, program
documentation, customer lists, designs, drawings, algorithms, source code, object code,
know-how, improvements, inventions, licenses, techniques, all plans or strategies for
marketing, development and pricing, business plans, financial statements, profit
margins and all information concerning existing or potential clients, suppliers or
vendors. Confidential Information also means all similar information disclosed to the
Company or any Affiliate by third parties which is subject to confidentiality
obligations. The term “Affiliates” means (i) all persons or entities controlling,
controlled by or under common control with the Company, (ii) all companies or entities
in which the Company owns an equity interest and (iii) all predecessors, successors and
assigns of the those Affiliates identified in (i) and (ii).






	3.	 	Return of Materials.






	 	 	 	Upon termination of employment with the Company, and regardless of the reason for
such termination, Executive will leave with, or promptly return to, the Company all
documents, records, notebooks, magnetic tapes, disks or other materials, including
all copies, in Executive’s possession or control which contain Confidential
Information or any other information concerning the Company, any of its Affiliates
or any of their respective products, services or clients, whether prepared by the
Executive or others. Notwithstanding the foregoing, Executive shall be entitled to
retain the Executive’s personal effects provided any Confidential Information is
removed therefrom.






	4.	 	Inventions as Sole Property of the Company.






	 	(a)	 	Executive covenants and agrees that all Inventions (as defined below) shall be
the sole and exclusive property of the Company.
	 
	 	(b)	 	As used in this Agreement, the term “Inventions” means any and all inventions,
developments, discoveries, improvements, works of authorship, concepts or ideas, or
expressions thereof, whether or not subject to patents, copyright, trademark, trade
secret protection or other intellectual property right protection (in the United States
or elsewhere), and whether or not reduced to practice, conceived or developed by
Executive while employed with the Company and/or any Affiliate of the Company or within
one (1) year following termination of such employment which relate to or result from
the actual or anticipated business, work, research or




A-2









 






	 	 	 	investigation of the Company or any of its Affiliates or which are suggested by or
result from any task assigned to or performed by Executive for the Company or any of
its Affiliates.
	 
	 	(c)	 	Executive acknowledges that all original works of authorship which are made by
the Executive (solely or jointly) are works made for hire under the United States
Copyright Act (17 U.S.C., et seq.).
	 
	 	(d)	 	Executive agrees to promptly disclose to the Company all Inventions, all
original works of authorship and all work product relating thereto. This disclosure
will include complete and accurate copies of all source code, object code or
machine-readable copies, documentation, work notes, flow-charts, diagrams, test data,
reports, samples and other tangible evidence or results (collectively, “Tangible
Embodiments”) of such Inventions, works of authorship and work product. All Tangible
Embodiments of any Invention, work of authorship or work product related thereto will
be deemed to have been assigned to the Company as a result of the act of expressing any
Invention or work of authorship therein.
	 
	 	(e)	 	Executive hereby assigns to the Company (together with the right to prosecute
or sue for infringements or other violations of the same) the entire worldwide right,
title and interest to any such Inventions or works made for hire, and Executive agrees
to perform, during and after employment, all acts deemed necessary or desirable by the
Company to permit and assist it, at the Company’s expense, in registering, recording,
obtaining, maintaining, defending, enforcing and assigning Inventions or works made for
hire in any and all countries. Executive hereby irrevocably designates and appoints
the Company and its duly authorized officers and agents as Executive’s agents and
attorneys-in-fact to act for and on Executive’s behalf and instead of Executive, to
execute and file any documents and to do all other lawfully permitted acts to further
the above purposes with the same legal force and effect as if executed by Executive;
this designation and appointment constitutes an irrevocable power of attorney and is
coupled with an interest.
	 
	 	(f)	 	Without limiting the generality of any other provision of this Section 4,
Executive hereby authorizes the Company and each of its Affiliates (and their
respective successors) to make any desired changes to any part of any Invention, to
combine it with other materials in any manner desired, and to withhold Executive’s
identity in connection with any distribution or use thereof alone or in combination
with other materials.
	 
	 	(g)	 	This Agreement does not apply to any invention for which no equipment,
supplies, facility or trade secret information of the Company or any Affiliate was used
and which was developed entirely on Executive’s own time, unless (1) the invention
relates (a) to the business of the Company or any Affiliate or (b) to the Company’s or
any Affiliate’s actual demonstrably anticipated research or development; or (2) the
invention results from any work performed by Executive for the Company or any
Affiliate.




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	 	(h)	 	The obligations of Executive set forth in this Section 4 (including, but not
limited to, the assignment obligations) will continue beyond the termination of
Executive’s employment with respect to Inventions conceived or made by Executive alone
or in concert with others during Executive’s employment with the Company and during the
one (1) year thereafter, whether pursuant to this Agreement or otherwise. These
obligations will be binding upon Executive and Executive’s executors, administrators
and other representatives.






	5.	 	List of Prior Inventions.






	 	 	 	All Inventions which Executive has made prior to employment by the Company or any
Affiliate (including without limitation Ames True Temper, Inc.) are excluded from
the scope of this Agreement. As a matter of record, Executive has set forth on
Annex I hereto a complete list of those Inventions which might relate to the
Company’s Business and which have been made by Executive prior to employment with
the Company. Executive represents that such list is complete. If no list is
attached, Executive represents that there are no prior Inventions.






	6.	 	Non-Competition.






	 	(a)	 	Executive acknowledges that: (i) the Company and its Affiliates are and will be
engaged in the Business during the term of the Executive’s employment and thereafter;
(ii) the Company and its Affiliates are and will be actively engaged in the Business
throughout the world; (iii) Executive is one of a limited number of persons who will be
developing the Business; (iv) Executive has and will continue to occupy a position of
trust and confidence with the Company after the date hereof and during the term of the
Executive’s employment Executive will become familiar with the Company’s (and its
Affiliates’) trade secrets and with other proprietary and confidential information
concerning the Company (and its Affiliates) and the Business; (v) the agreements and
covenants contained in this Agreement are essential to protect the Company, its
Affiliates and the goodwill of the Business; (vi) Executive’s employment with the
Company and/or its Affiliates has special, unique and extraordinary value to the
Company and its Affiliates and the Company would be irreparably damaged if Executive
were to provide services to any person or entity in violation of the provisions of this
Section 6; and (vii) Executive has means to support Executive and Executive’s
dependents other than by engaging in the Business, and the provisions of this Section 6
will not impair such ability.
	 
	 	(b)	 	Executive will not, during the Restricted Period (as defined below), anywhere
in the world (the “Restricted Territory”), directly or indirectly (whether as an owner,
partner, shareholder, agent, officer, director, employee, independent contractor,
consultant, or otherwise) own, operate, manage, control, invest in, perform services
for, or engage or participate in any manner in, or render services to (alone or in
association with any person or entity) or otherwise assist any person or entity that
engages in, or owns, invests in, operates, manages or controls any venture or
enterprise that engages in, the Business. The term “Restricted Period” means the




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	 	 	 	period of time from the date hereof until two (2) years after the termination for
any reason of Executive’s employment relationship with the Company and/or any
Affiliate or any successor thereto (including any termination based on non-renewal
of any employment agreement or arrangement). The Restricted Period shall be
extended for a period equal to any time period that Executive is in violation of
this Section 6. Nothing contained in this Section 6 shall be construed to prevent
Executive from investing in the stock of any competing corporation listed on a
national securities exchange or traded in the over-the-counter market, but only if
Executive is not involved in the business of said corporation and if Executive and
Executive’s associates (as such term is defined in Regulation 14(A) promulgated
under the Securities Exchange Act of 1934, as in effect on the date hereof),
collectively, do not own more than an aggregate of one percent (1%) of the stock of
such corporation.
	 
	 	(c)	 	Scope/Severability. The parties acknowledge that the business of the
Company and its Affiliates is and will be national and international in scope and thus
the covenants in this Section 6 would be ineffective if the covenants were to be
limited to a particular geographic area. If any court of competent jurisdiction at any
time deems the Restricted Period unreasonably lengthy, or the Restricted Territory
unreasonably extensive, or any of the covenants set forth in this Section 6 not fully
enforceable, the other provisions of this Section 6, and this Agreement in general,
will nevertheless stand and, to the full extent consistent with law, continue in full
force and effect, and it is the intention and desire of the parties that the court
treat any provisions of this Agreement which are not fully enforceable as having been
modified to the extent deemed necessary by the court to render them reasonable and
enforceable and that the court enforce them to such extent (for example, that the
Restricted Period be deemed to be the longest period permissible by law, but not in
excess of the length provided for in Section 6(b), and the Restricted Territory be
deemed to comprise the largest territory permissible by law under the circumstances but
not in excess of the territory provided for in Section 6(b)).




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	7.	 	Non-Solicitation.






	 	(a)	 	Executive will not, during the Restricted Period, directly or
indirectly (whether as an owner, partner, shareholder, agent, officer,
director, employee, independent contractor, consultant, or otherwise) with or
through any individual or entity:






     i. employ, engage or explicitly solicit for employment any individual who is,
or was at any time during the twelve-month period immediately prior to the
termination of Executive’s employment with the Company and/or any Affiliate for any
reason, an employee of the Company or any of its Affiliates or otherwise seek to
adversely influence or alter such individual’s relationship with the Company or any
of its Affiliates; or




     ii. solicit or encourage any individual or entity that is, or was during the
twelve-month period immediately prior to the termination of Executive’s employment
with the Company or any Affiliate for any reason, a customer, supplier or vendor of
the Company or any Affiliate to terminate or otherwise alter his, her or its
relationship with the Company or any Affiliate.




	 	(b)	 	The Restricted Period shall be extended for a period equal to
any time period that Executive is in violation of this Section 7.






	8.	 	Equitable Remedies.






	 	 	 	Executive acknowledges and agrees that the agreements and covenants set forth in
this Agreement are reasonable and necessary for the protection of the Company’s and
its Affiliates’ business interests, that irreparable injury will result to the
Company and its Affiliates if Executive breaches any of the terms of said covenants,
and that in the event of Executive’s actual or threatened breach of any such
covenants, the Company and its Affiliates will have no adequate remedy at law.
Executive accordingly agrees that, in the event of any actual or threatened breach
by Executive of any of said covenants, the Company and its Affiliates will be
entitled to immediate injunctive and other equitable relief, without posting bond or
other security and without the necessity of showing actual monetary damages.
Nothing in this Section 8 will be construed as prohibiting the Company or any
Affiliate from pursuing any other remedies available to them for such breach or
threatened breach, including the recovery of any damages that they are able to
prove.






	9.	 	Breach.






	 	(a)	 	Executive’s breach of any of the Executive’s obligations under this Agreement
will be deemed a material breach of any employment agreement or arrangement Executive
has with the Company or any of its Affiliates and will constitute cause or due cause or
the like for termination by the Company and/or its Affiliates, as appropriate.




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	 	(b)	 	In the event that the Company and/or its Affiliates, as appropriate, terminates
Executive without cause or due cause or the like or Executive voluntarily resigns,
Executive will receive severance payments, to the extent entitled under any employment
agreement or arrangement, only if Executive is not in breach of any of the provisions
in this Agreement.






	10.	 	No Right to Employment.






	 	 	 	No provision of this Agreement shall give Executive any right to continue in the
employ of the Company or any of its Affiliates, create any inference as to the
length of employment of Executive, affect the right of the Company or its Affiliates
to terminate the employment of Executive, with or without cause, or give Executive
any right to participate in any welfare or benefit plan or other program of the
Company or any of its Affiliates.






	11.	 	Modification and Waiver.






	 	 	 	This Agreement may not be modified or amended or terminated except by an instrument
in writing signed by the parties. No term or condition of this Agreement will be
deemed to have been waived, except by written instrument of the party charged with
such waiver. No such written waiver will be deemed to be a continuing waiver unless
specifically stated therein, and each such waiver will operate only as to the
specific term or condition waived and shall not constitute a waiver of such term or
condition for the future or as to any act other than that specifically waived.






	12.	 	Severability.






	 	 	 	Executive acknowledges that the agreements and covenants contained in this Agreement
are essential to protect the Company and its Affiliates and their goodwill. Each of
the covenants in this Agreement will be construed as independent of any other
covenants or other provisions of this Agreement. It is the intention and desire of
the parties that the court treat any provisions of this Agreement which are not
fully enforceable as having been modified to the extent deemed necessary by the
court to render them reasonable and enforceable and that the court enforce them to
such extent.






	13.	 	Notices.






	 	 	 	Any notice, consent, waiver and other communications required or permitted pursuant
to the provisions of this Agreement must be in writing and will be deemed to have
been properly given (a) when delivered by hand; (b) when sent by telecopier (with
acknowledgment of complete transmission), provided that a copy is mailed by U.S.
certified mail, return receipt requested; (c) three (3) days after sent by certified
mail, return receipt requested; or (d) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case to the appropriate addresses and
telecopier numbers set forth below:




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	 	 	If to the Company:




CHATT Holdings LLC

c/o Castle Harlan, Inc.

150 East 58th Street

New York, New York 10155

Attn:     Justin Wender

Fax:      (212) 207-8042



and



Ames True Temper, Inc.

465 Railroad Avenue

Camp Hill, Pennsylvania 17011

Attn: President and Chief Executive Officer

Fax: (717) 730-2552





	 	 	With a copy to:




Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attn.:     Robert Goldstein, Esq.

Fax:       (212) 593-5955





	 	 	If to Executive:






	 	 	 	Each party will be entitled to specify a different address for the receipt of
subsequent notices by giving written notice thereof to the other party in accordance
with this Section 13.






	14.	 	Headings.






	 	 	 	The headings and other captions in this Agreement are included solely for
convenience of reference and will not control the meaning and interpretation of any
provision of this Agreement.






	15.	 	Governing Law.






	 	 	 	This Agreement has been executed in the State of Pennsylvania, and its validity,
interpretation, performance, and enforcement will be governed by the laws of such
state, except with respect to conflicts of laws principles.






	16.	 	Binding Effect.






	 	 	 	This Agreement will be binding, upon and inure to the benefit of Executive, the
Company, and their respective successors and permitted assigns; provided, however,
that Executive may not assign this Agreement or any part hereof.




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	17.	 	Survival.






	 	 	 	The provisions in this Agreement shall survive the termination of Executive’s
employment with the Company.






	18.	 	Compliance.






	 	 	 	In order to monitor compliance with the terms of this Agreement, Executive agrees to
give written notice, including a pertinent description, to the Company of each
position of employment, ownership of more than one percent (1%) of the stock of any
corporation, participation with another entity or organization (except for religious
institutions or charitable organizations not related to the Business) which
Executive obtains during the Restricted Period.






	19.	 	No Strict Construction.






	 	 	 	The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will be
applied against any person.




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          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and Executive has signed this Agreement, as of the date written below.




	 	 	 

	 

	 	EXECUTIVE:
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

	 	CHATT HOLDINGS LLC
	 
	 	 
	 

	 	 
	 

	 	 






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EXHIBIT B




SEPARATION AGREEMENT AND GENERAL RELEASE



          AMES TRUE TEMPER, INC. (“Company”), and Daniel Yurovich (“Executive”), agree that this
Separation Agreement and General Release (“Agreement”) sets forth their complete agreement and
understanding regarding the termination of Executive’s employment with Company.




          1. Separation Date. Executive’s employment with Company will terminate effective
                     (the “Separation Date”). Executive agrees to return all Company property to
Company no later than the Separation Date. Except as specifically provided below, Executive shall
not be entitled to receive any benefits of employment following the Separation Date.




          2. Consideration of Company. In consideration for the releases and covenants by
Executive in this Agreement, Company will provide Executive with the following: insert
consideration as set forth in Employment Agreement




          3. Executive Release of Rights. Executive (defined for the purpose of this Paragraph
3 as Executive and Executive’s agents, representatives, attorneys, assigns, heirs, executors, and
administrators) irrevocably, fully, and unconditionally releases the Released Parties (defined as
the Company, ATT Holding Co., CHATT Holdings, Inc., CHATT Holdings LLC, Castle Harlan Partners IV,
L.P., and each of their affiliated companies, parents, subsidiaries, predecessors, successors,
assigns, divisions, related entities and any of their past or present employees, officers, agents,
insurers, attorneys, administrators, officials, directors, shareholders, employee benefit plans,
and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans) from any
and all liability, claims, demands, actions, causes of action, suits, grievances, debts, sums of
money, agreements, promises, damages, back and front pay, costs, expenses, attorneys’ fees, and
remedies of any type, arising or that may have arisen out of or in connection with Executive’s
employment with or termination of employment from the Company, from the beginning of time to the
date hereof, including but not limited to claims, actions or liability under: (1) Title VII of the
Civil Rights Act of 1964, 42 U.S.C. §2000 et seq., the Civil Rights Act of 1991,
the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Americans with
Disabilities Act of 1990, 42 U.S.C. §12101 et seq., the Fair Labor Standards Act,
29 U.S.C. §201 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. §2601
et seq., the Workers’ Adjustment and Retraining Notification Act, the Employee
Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq., Pennsylvania Human
Relations Act Pa., Stat. Ann. tit.43, §§ 951 et seq., all as amended; (2) any other federal, state
or local statute, ordinance, or regulation regarding employment, termination of employment, or
discrimination in employment, and (3) the common law relating to employment contracts, wrongful
discharge, defamation, or any other matter.




          4. Waiver of Reinstatement. Executive waives any reinstatement or future employment
with Company and agrees never to apply for employment or otherwise seek to be hired, rehired,
employed, re-employed, or reinstated by Company or any of its affiliated companies or corporations.




          5. No Disparagement or Encouragement of Claims. Executive agrees not to make any oral
or written statement that disparages or places any Released Party in a false or negative






B-1









 







light. Executive further agrees not to encourage or assist any person who files a lawsuit,
charge, claim or complaint against the Released Parties unless Executive is required to render such
assistance pursuant to a lawful subpoena or other legal obligation. The Board of Directors (and
each of its individual members) and the Chief Executive Officer of the Company agree not to make
(outside the Company; or within the Company, except as may be reasonably necessary to conduct the
business of the Company) any oral or written statement that disparages or places Executive in a
false or negative light; and these individuals further agree not to encourage or assist any person
who files a lawsuit, charge, claim or complaint against Executive unless such individuals are
required to render such assistance pursuant to a lawful subpoena or other legal obligation.




          6. Cooperation of Executive. Executive agrees to cooperate with Company in any
reasonable manner as Company may request, including but not limited to furnishing information to
and otherwise consulting with the Company; and assisting Company in any litigation or potential
litigation or other legal matters, including but not limited to meeting with and fully answering
the questions of Company or its representatives or agents, and testifying and preparing to testify
at any deposition or trial. Company agrees to compensate Executive for any reasonable out of
pocket expenses incurred as a result of such cooperation.




          7. Non-admission/Inadmissibility. This Agreement does not constitute an admission by
Company that any action it took with respect to Executive was wrongful, unlawful or in violation of
any local, state, or federal act, statute, or constitution, or susceptible of inflicting any
damages or injury on Executive, and Company specifically denies any such wrongdoing or violation.
This Agreement is entered into solely to resolve fully all matters related to or arising out of
Executive’s employment with and termination from Company, and its execution, and implementation may
not be used as evidence, and shall not be admissible in a subsequent proceeding of any kind, except
one alleging a breach of this Agreement.




          8. Severability. The provisions of this Agreement shall be severable and the
invalidity of any provision shall not affect the validity of the other provisions.




          9. Governing Law. This Agreement shall be governed by and construed in accordance
with laws and judicial decisions of the State of Pennsylvania, without regard to its principles of
conflicts of laws.




          10. Scope of Agreement. Executive understands that he remains bound to those
provisions in the Executive’s Employment Agreement, signed on                      ___, 2010, which survive
the termination of the Executive’s employment, including but not limited to, those provisions in
Paragraphs 9-11, 14, 19 and 20 of such Employment Agreement. Except as specifically set forth in
such provisions, this Agreement contains the entire agreement and understanding between Executive
and Company concerning the matters described herein, and supersedes all prior agreements,
discussions, negotiations, understandings and proposals of the parties. The terms of this
Agreement cannot be changed except in a subsequent document signed by both parties.




          11. Revocation Period. Executive has the right to revoke this Agreement for up to
seven days after he signs it. In order to revoke this Agreement, Executive must sign and send a
written notice of the decision to do so, addressed to [name] at [insert title, and
address], and that written notice must be received by Company no later than the eighth day
after Executive






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signed this Agreement. If Executive revokes this Agreement, Executive will not be entitled to
any of the consideration from Company described in paragraph 2 above.




          12. Voluntary Execution of Agreement. Executive acknowledges that:





	 	a.	 	Executive has carefully read this Agreement and fully
understands its meaning;
	 
	 	b.	 	Executive had the opportunity to take up to 21 days after
receiving this Agreement to decide whether to sign it;
	 
	 	c.	 	Executive understands that the Company is hereby advising him,
in writing, to consult with an attorney before signing it;
	 
	 	d.	 	Executive is signing this Agreement, knowingly, voluntarily,
and without any coercion or duress; and
	 
	 	e.	 	everything Executive is receiving for signing this Agreement is
described in the Agreement itself, and no other promises or representations
have been made to cause Executive to sign it.





          13. Nondisclosure. Executive shall not disclose the contents or substance of this
Agreement to any third parties, other than the Executive’s attorneys, accountants, or as required
by law and shall instruct each of the foregoing not to disclose the same.




	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Executive Signature	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	Dated:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 






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