Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of October 23, 2001, by and between WATER PIK
TECHNOLOGIES, INC., a Delaware corporation with its principal place of business at 23 Corporate Plaza, Suite 246, Newport Beach, California 92660 (the "Company" or "Employer"), and Michael P.
Hoopis (the "Executive"), an individual residing in the State of California (the "Executive").



AGREEMENT

Therefore, in consideration of the premises, mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, Employer and the Executive hereby agree as follows:

1.Employment.Commencing on August 25, 1998, (the "Effective Date"), Employer, in reliance on the
representations of Executive set forth herein, shall employ (either directly or through assumption of the Original Agreement from ATI) the Executive and the Executive shall accept employment by
Employer, upon the terms and conditions set forth in this Agreement. The effectiveness of the Original Agreement was subject to the Executive's satisfactory completion of the Company's standard
pre-employment physical examination and drug and alcohol screen, which the Company and the Executive acknowledge was completed prior to the Effective Date.

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2.Term.The term of employment (the "Term") of this Agreement shall begin on the Effective Date and, except as
otherwise provided in Sections 7, 8, 9, 10, 11 and 12 below, shall end on the first anniversary date of the Effective Date. The Term of this Agreement shall be automatically and without action by
either party extended for one additional calendar month on the last business day of each calendar month (each, an "Extension Date") so that at any given time there are no fewer than eleven
(11) nor more than twelve (12) months remaining unless one party gives written notice to the other that it no longer wishes to extend the Term of this Agreement, after which written
notice, the Term shall not be further extended except as may be provided in the following sentence. However, in the event a Change in Control occurs during the Term, this Agreement will remain in
effect for the longer of: (i) the expiration of the term; or (ii) until all obligations of the Company hereunder have been fulfilled and all benefits required hereunder have been paid to
the Executive or other party entitled thereto.    The last day of the calendar month in which the Term hereof, as extended from time to time, is then due to expire is hereinafter referred
to as the "Expiration Date."

3.Duties.The Executive will serve as President and Chief Executive Officer of the Company and shall report to
the Board of Directors. The Executive shall perform such duties as are consistent with the role of President and Chief Executive Officer of the Company and such other duties as may be reasonably
assigned to Executive by the Board of Directors. With the consent of the Board of Directors, the Executive may: (i) devote a reasonable amount of time and effort to charitable, industry or
community organizations (which shall include without requirement of further consent, the Young Presidents Club and/or World Presidents Club of Southern California which are hereinafter referred to as
"YPO" and "WPO" respectively), and (ii) subject further to the provisions of Section 6 hereof, the Executive may serve as a director of other companies.

4.Compensation.During the Term, Executive shall be compensated as follows:



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5.Expense Reimbursement and Other Benefits.



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6.Restrictions.



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7.Death.The Term shall terminate upon the death of the Executive and be of no further force or effect. Upon
such termination, Employer will pay the Executive's estate a lump sum equal to the sum of (A) two times the Annual Base Salary at the date of termination and (B) two times the full
amount of the AIP Bonus available to Executive, for the full year in which the death occurred or the previous year, whichever year is higher, at the full target bonus opportunity percentage provided
under Section 4(b) of this Agreement, to be calculated as if 100% of all corporate and personal performance objectives in the AIP were achieved.

8.Disability.If during the Term Executive is unable to perform services, by reason of illness or incapacity,
even with reasonable accommodation of any disability as required by applicable law, for a period of 180 consecutive days or more, Employer may, at its option, upon written notice to Executive,
terminate the Term and employment hereunder. If the Term is terminated as a result of the Executive's disability, Employer will pay the Executive, at the time of termination, (A) two times the
Annual Base Salary at the date of termination, to be distributed in periodic installments according to Employer's customary payroll practices, and (B) a lump sum equal to two times the full
amount of the AIP Bonus available to Executive, for the full year in which the termination occurred or the previous year, whichever year is higher, at the full target bonus opportunity percentage
provided under Section 4(b) of this Agreement, to be calculated as if 100% of all corporate and personal performance objectives in the AIP were achieved. Employer shall also continue to pay the
premiums for the same or substantially similar Welfare Benefits for the remainder of the Term. Notwithstanding the foregoing, if the Executive shall find other employment during the payment period
pursuant to this Section 8, then the Executive shall promptly notify Employer in writing of the date and terms of such employment and Employer shall be entitled to reduce the amount payable to
the Executive pursuant to this Section 8 during the period from the commencement of such other employment by the cash compensation received and to be received by the Executive for services
rendered in connection with such other employment. Employer reserves the right to provide this benefit through a policy of insurance.

9.Termination for Cause.



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10.Termination Without Cause.At any time Employer shall have the right to terminate the Term and the
Executive's employment hereunder without Cause by written notice to the Executive. Upon any termination pursuant to this Section 10 (that is not a termination under any of Sections 7, 8, 9, 11
or 12), Employer shall (A) pay the Executive a lump sum equal to two full years of the Executive's Annual Base Salary as of the date of termination; (B) pay Executive a lump sum equal to
two times the full amount of the AIP Bonus available to Executive, for the full year in which the termination occurred or the previous year, whichever year is higher, at the full target bonus
opportunity percentage provided under Section 4(b) of this Agreement, to be calculated as if 100% of all corporate and personal performance objectives in the AIP were achieved; and
(C) provide and pay the full amount of employer and employee share of the premiums for continued coverage of the Executive and Executive's spouse and dependents under the Employer's Welfare
Benefits, pursuant to COBRA as applicable, and the Executive shall be entitled to the other benefits set forth in Section 5(b), (c) and (d) for a period of two years after the
date of termination or until and to the extent the Executive is covered by comparable Welfare Benefits, whichever occurs first, and in the event such continued coverage is not allowed by law or the
Employer's Welfare Benefits plans, the Executive shall be entitled to the cash equivalent of the premiums for such benefits and the federal income tax consequences of such payments. The Company shall
have no further liability hereunder (subject, however, to the provisions of Section 5(a) and (d)). The Executive shall be entitled to receive all severance payments and benefits hereunder
regardless of any future employment undertaken by the Executive as long as the Executive is in full compliance with the terms of this Agreement.

11.Termination by Executive.



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12.Change in Control.



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13.Waivers.It is understood that either party may waive the strict performance of any covenant or agreement
made herein; however, any waiver made by a party hereto must be duly made in writing in order to be considered a waiver, and the waiver of one covenant or agreement shall not be considered a waiver of
any other covenant or agreement unless specifically in writing as aforementioned.

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14.Savings Provisions.The invalidity, in whole or in part, of any covenant or restriction, or any section,
subsection, sentence, clause, phrase or word, or other provisions of this Agreement, as the same may be amended from time to time shall not affect the validity of the remaining portions thereof.

15.Governing Law.The Agreement shall be construed in accordance with and governed by the laws of the State of
California without giving effect to its choice of law provisions.

16.Notices.If either party desires to give notice to the other in connection with any of the terms and
provisions of this Agreement, said notice must be in writing and shall be deemed given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case addressed to the party for whom it is intended as follows (or such other addresses as either party may designate by notice to the other
party and, after the IPO/Spin-off, at the Parent Company's or Company's then principal executive offices):

If to Employer:

General Counsel
Water Pik Technologies, Inc.
23 Corporate Plaza
Suite 246
Newport Beach, CA 92660If to Executive:

At the most recent home address of the Executive on the official records of the Employer


17.Costs and Attorneys' Fees.In the event any legal action is necessary to enforce or interpret this
Agreement, including but not limited to a suit in equity, an action at law, or by arbitration, the prevailing party shall recover all costs and attorneys' fees, whether settled out of court,
arbitrated, or tried (at both trial and appellate levels).

18.Section 162(m) Limits.If and to the extent that any remuneration payable by Employer to the
Executive for any year would exceed the maximum amount of such remuneration that Employer may deduct for that year by reason of Section 162(m) of the Code, payment of the portion of the
remuneration for that year that would not be so deductible under Section 162(m) shall, in the sole discretion of the Board, be deferred so that it shall become payable at such time or times as
the Board reasonably determines that it would be deductible by Employer under Section 162(m), with interest at the "short-term applicable federal rate" as such term is defined in
Section 1274(d) of the Code. This provision shall not apply to payments due pursuant to Sections 11(c) and (d) as a result of a Change in Control as defined in Section 12.

19.Certain Additional Payments by the Company.



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20.No Third Party Beneficiary.Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person other than Employer, the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns, any rights or
remedies under or by reason of this Agreement.

21.Waiver of Jury Trial.ALL PARTIES KNOWINGLY WAIVE THEIR RIGHTS TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
IN ANY COURT OF LAW, TRIBUNAL OR LEGAL PROCEEDING INVOLVING THE PARTIES HERETO OR ANY DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

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22.Successors.



23.Complete Agreement:This Agreement constitutes the complete agreement of the parties, and supersedes all
prior or contemporaneous agreements and understandings, whether oral, written or implied, regarding the subject matter. Both parties acknowledge that in entering into this Agreement, they have not
relied on any promise, assurance, or representation other than those expressly set forth in this Agreement.

IN WITNESS WHEREOF, WATER PIK TECHNOLOGIES, INC., by its appropriate officer, signed this Agreement and Executive has signed this
Agreement, as of the day and year first above written.

| |  | WATER PIK TECHNOLOGIES, INC.         
| |  | -------------------------------------
| |  | By:                                  
| |  | EXECUTIVE                            
| |  |                                      
| |  | /s/MICHAEL P. HOOPISMichael P. Hoopis

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