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                                                                   EXHIBIT 10.12


                          WATER PIK TECHNOLOGIES, INC.

                FEE CONTINUATION PLAN FOR NON-EMPLOYEE DIRECTORS

1.       Purpose

The purpose of this Fee Continuation Plan for Non-Employee Directors (the
"Plan") of Water Pik Technologies, Inc. (the "Company") is to provide for fee
continuation payments for any person, including a retired officer or employee of
the Company, who meets a minimum service requirement as a non-employee Director
of the Company and meets other eligibility requirements set forth herein. The
existence of this Plan will better enable the Company to attract and retain
individuals of exceptional ability to serve as non-employee Directors of the
Company.

2.       Administration

The Plan shall be administered by the Vice President, General Counsel and
Secretary of the Company who shall have authority to adopt rules and regulations
from time to time for carrying out the Plan and to interpret, construe, and
administer its provisions. The decisions of the Vice President, General Counsel
and Secretary shall be final and binding upon all parties.

3.       Eligibility; Years of Service

A. Each person who is a non-employee member of the Board of Directors of the
Company shall become a Participant in the Plan as of the date such person
commences service as a non-employee Director, provided, however, that a
Participant shall be eligible to receive benefits under this Plan only upon
meeting the conditions set forth in Section 3.B.

B. Each Participant who has attained five (5) or more Years of Service shall be
eligible to receive payments under the Plan.

C. For the purposes of this Plan, "Years of Service" shall be the number of
years, whether or not consecutive, of the Participant's service as a
non-employee Director, up to a maximum of ten (10) years. A Participant who is a
non-employee Director on November 29, 1999 shall receive credit for all periods
of service as a Director of Allegheny Teledyne Incorporated prior to November
29, 1999.

4.       Cash Payments

Fee continuation payments shall be payable in cash to a Participant beginning in
the calendar quarter after the termination of service as a Director of, if
applicable, to a Participant's spouse or other designated beneficiary or estate
beginning the calendar quarter after the termination of service as a Director,
and shall continue at the rate of one year of benefit for each Year of Service.
The benefit shall be in an amount equal to the annual retainer fee for Directors
in effect immediately prior to the termination for such Participant's service as
a Director.
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5.       Disqualification

An individual shall be disqualified from participating in this Plan at any time
if he or she takes any action that is deemed to be contrary to the best interest
of the Company.

6.       Amendment and Termination of Plan

The Board of Directors may from time to time amend, modify, suspend, or
terminate this Plan, provided however that no such amendment, modification,
suspension, or termination shall reduce or in any manner adversely affect any
Participant's rights with respect to benefits that are payable or may become
payable under Section 4 as of the date of such amendment, modification,
suspension or termination.

7.       Miscellaneous

This Plan shall not be construed as conferring any rights upon any Director to
continue as a Director for any period of time, or at any particular rate of
compensation.

The right to receive fee continuation payments shall be a claim against the
general assets of the Company as an unsecured general creditor. The Company may,
in its absolute discretion, establish one or more trusts or reserves which may
be funded, by reference to the Company's fee continuation payment obligations
hereunder or otherwise.

The right to fee continuation payments under this Plan shall not be assigned,
anticipated, alienated, sold, transferred, pledged, or encumbered in any manner.

If any individual ceases to be a Director of the Company before completing five
(5) Years of Service, all liability of the Company under this Plan shall
terminate.

This Plan shall be construed in accordance with and governed by the laws of the
State of Delaware, excluding any choice of law provisions which may indicate the
application of the laws of another jurisdiction.