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Exhibit 10.20

LOGO

Water Pik Technologies, Inc.2002 Annual Incentive Plan (AIP)

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|Content                                                      |                                                           | Page
|------------------------------------------------------------ | --------------------------------------------------------- | ----
|At a Glance                                                  |                                                           | 3   
|                                                             | What is the Annual Incentive Plan?                        |     
|                                                             | Who is Eligible for this Plan?                            |     
|                                                             | How does the Annual Incentive Plan work?                  |     
|Calculation of the Annual Incentive Plan Award               |                                                           | 3   
|                                                             | Target Bonus Percentage                                   |     
|                                                             | Performance Goals and the Target Bonus Percentage         |     
|                                                             | Financial Performance Goals                               |     
|                                                             | Individual Performance Goals                              |     
|                                                             | How the AIP Award is Calculated                           |     
|How the AIP Award is Calculated for Other Achievement Levels |                                                           | 5   
|                                                             | Maximums and Minimums                                     |     
|                                                             | Formulas for Weighting Financial & Individual Performance |     
|                                                             | Putting it Together                                       |     
|Additional Guidelines for the Annual Incentive Plan          |                                                           | 9   
|                                                             | Discretionary Adjustments                                 |     
|                                                             | Some Special Circumstances                                |     
|                                                             | Making Payments                                           |     
|Administration Details                                       |                                                           | 10  

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Published by Human Resources: October, 2001

At a Glance

What is the Annual Incentive Plan?

The Annual Incentive Plan (the "AIP" or the "Plan") provides key managers of Water Pik Technologies, Inc. ("Water Pik") with the opportunity to earn an
incentive award when certain pre-established performance goals are met:



Who is Eligible for This Plan?

Generally, key managers who have a significant impact on the total company's operations will be eligible to participate in the Plan. Individuals eligible (the
"Participants") for participation are determined annually, based on recommendations of Water Pik's Chief Executive Officer (the "Chief Executive Officer"), with the approval of the Personnel and
Compensation Committee of its Board of Directors (the "Committee").

How Does the Annual Incentive Plan Work?

Under the Plan, designated key employees may earn an incentive award equal to a percentage of their base salary, depending on the extent to which
pre-established individual, and total company and/or, segment performance goals have been achieved.



Calculation of the Annual Incentive Plan Award

Target Bonus Percentage

The Plan provides an incentive opportunity for Participants calculated as a percentage of each Participant's base salary. Each Participant will be provided with
an initial percentage, referred to as a "target bonus percentage." The target bonus percentage is the percentage of base salary that is generally earned as an award if 100% of the performance goals
are achieved.

The
performance goals reflect financial and individual performance and are described below.

Target
bonus percentages, performance goals and performance achievements will be communicated to each eligible Participant. The Committee may change the goals and objectives for the Plan
at any time.

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Performance Goals and the Target Bonus Percentage

The Plan for 2002 establishes a financial performance goal based on Net Income ("NI") and Return On Average Capital Employed ("RACE"), and individual performance
goals based on individual performance objectives. RACE is defined as Adjusted NI divided by Average Capital Employed. Net Income is defined as income after tax.

Each
performance goal is weighted as a percentage share of the target bonus percentage. For all Participants in the Plan, 80% of the target bonus percentage will be based on the
financial performance; the other 20% of the target bonus percentage will be based upon individual performance.

Actual
performance will be measured and compared to the performance goals. The result achieved will be expressed as a percentage of the performance goal. The adjustment formulas are
described further below.

Financial Performance Goals

For 2002, the financial performance goal will be weighted 75% NI and 25% RACE, which represents a total of 80% of the target bonus percentage. NI and RACE goals
will be set at the total company and segment level based on the applicable business plan. How total company and segment are weighted for a given Participant depends upon the Participant's major area
of responsibility at Water Pik and its business segments. For example, some Participants may have 60% of target based on segment financial performance and 20% on total company financial performance.
Others may have 80% of target based on total company performance.

Individual Performance Goals

Each year, managers will establish individual performance goals with Participants. The achievement of individual performance goals will represent 20% of the
target bonus percentage. Individual performance goals can be achieved to a maximum of 100%.

How the AIP Award is Calculated when 100% of the Performance Goals are Achieved

If 100% of all performance goals are achieved, then 100% of the target bonus percentage will generally be used to calculate the Participant's incentive award.

For
example, if a Participant's target bonus percentage is 20% and if all goals are achieved at 100%, then the target bonus percentage of 20% is multiplied by 100% to produce an
incentive award equal to 20% of base salary:

|Goal                   |  | Percent of
Target |  |   |  | Goal
Achievement |  |   |  | Target %
Earned
|---------------------- |  | ----------------- |  | - |  | ---------------- |  | - |  | ---------------
|                      
|Financial Performance  |  | 80%               |  | X |  | 100%             |  | = |  | 80%            
|Individual Performance |  | 20%               |  | X |  | 100%             |  | = |  | 20%            
|                       |  |                   |  |   |  |                  |  |   |  |                
|Total Goals            |  |                   |  |   |  |                  |  | = |  | 100%           

In
the above example, 100% of the target bonus percentage is earned, and the incentive award will be 20% of the participant's base salary subject to any discretionary adjustments.

The
following further defines the financial performance goals. Using the above example of a Participant's target bonus percentage of 20%, and weighting the Participant's financial goals
of 80% at

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60% segment and 20% total company, the following example provides clarification of the NI and RACE components:

|Goal                   |                     | Percent of
Target |  |     |  | Goal
Achievement |  |      |  | Target %
Earned
|---------------------- | ------------------- | ----------------- |  | --- |  | ---------------- |  | ---- |  | ---------------
|                      
|Financial Performance  |                     |                   |  |     |  |                  |  |      |  |                
|                       | Segment (60%)       |                   |  |     |  |                  |  |      |  |                
|                       |                     | Net Income (75%)  |  | 45% |  | X                |  | 100% |  | =              
|                       |                     | RACE (25%)        |  | 15% |  | X                |  | 100% |  | =              
|                       | Total Company (20%) |                   |  |     |  |                  |  |      |  |                
|                       |                     | Net Income (75%)  |  | 15% |  | X                |  | 100% |  | =              
|                       |                     | RACE (25%)        |  | 5%  |  | X                |  | 100% |  | =              
|                       |                     |                   |  |     |  |                  |  |      |  |                
|Total Financial Perf.  |                     | 80%               |  | X   |  | 100%             |  | =    |  | 80%            
|Individual Performance |                     | 20%               |  | X   |  | 100%             |  | =    |  | 20%            
|                       |                     |                   |  |     |  |                  |  |      |  |                
|Total Goals            |                     |                   |  |     |  |                  |  | =    |  | 100%           

The
sections below discuss the impact of achieving more or less than 100% of the performance goals and the impact of other potential adjustments.

How the AIP Award is Calculated for Other Achievement Levels

If more or less than 100% of a Participant's financial or individual performance goals are achieved, then the Participant's target bonus percentage will be
adjusted. The following section describes adjustments based on maximum and minimum achievement levels, and the formulas used to weight achievements at all levels.

Maximums and Minimums



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Formulas for Weighting Financial and Individual Performance

The following formulas will be used to weight the achievement of the financial and individual performance measures under the Plan:

Formula A

If 80% to 100% of a goal is achieved, the Percent of Target Earned for that goal equals the Percentage of Goal Achieved (i.e. Actual Performance divided by
Planned Performance) minus 80% (which is the threshold level of performance) times 2.5, plus 50%.

Formula
A Example:

| |  | Assumption: Percentage of Goal Achieved |  | = 90%                    
| |  | --------------------------------------- |  | -------------------------
| |  | Percent of Target Earned for the Goal   |  | = [(90%-80%) × 2.5] + 50%
| |  |                                         |  | = [(10% × 2.5)] + 50%    
| |  |                                         |  | = 25% + 50%              
| |  |                                         |  | = 75%                    

Formula B

If over 100% of goal is achieved, the Percent of Target Earned for that goal equals the Percentage of Goal Achieved (i.e. Actual Performance divided by Planned
Performance) minus 100% (which is the target level of performance) times 5, plus 100%. In all cases, the maximum Percent of Target Earned of 200% results when 120% of that goal is achieved.

Formula
B Examples:

| | 1. |                                                     | Assumption: Percentage of Goal Achieved |                            | = 130%
| | -- | --------------------------------------------------- | --------------------------------------- | -------------------------- | ------
| |    | Percent of Target Earned for the Goal               |                                         | = (130%-100%) × 5] + 100% 
| |    |                                                     |                                         | = [30% × 5] + 100%        
| |    |                                                     |                                         | = 150% + 100%             
| |    |                                                     |                                         | = 250%                    
| |    | However the maximum target bonus is capped at 200%.
| | 2. |                                                     | Assumption: Percentage of Goal Achieved |                            | = 110%
| |    | Percent of Target Earned for that Goal              |                                         | = [(110%-100%) × 5] + 100%
| |    |                                                     |                                         | = [10% × 5] + 100%        
| |    |                                                     |                                         | = 50% + 100%              
| |    |                                                     |                                         | = 150%                    

The
formulas described above are designed to create a greater positive incentive for over-achieving the plan than for under-achieving. As a result of the formulas, actual
performance that exceeds 100% of the goal is weighted more than actual performance that exceeds the 80% threshold levels of performance but does not reach 100% of the goal.

Putting it Together

Here are two examples of how a Participant might earn an incentive award under the plan.

The
first step is to calculate the percent of target earned based upon actual performance.

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FormulaAabove would be used for weighting financial and individual performance goals, because less than 100% of those goals were
achieved.

|Goal                   |                       | (1)
Percent of
Target |     | (2)
Goal
Achievement |     | (3)
Formula
Weighting
Achievement |     |     |  | (4)
Target %
of Earned
(1) x (3)
|---------------------- | --------------------- | --------------------- | --- | -------------------- | --- | --------------------------------- | --- | --- |  | --------------------------------
|                      
|Financial Performance  |                       |                       |     |                      |     |                                   |     |     |  |                                 
|                       | Segment (60%)         |                       |     |                      |     |                                   |     |     |  |                                 
|                       |                       | Net Income (75%)      |     | 45%                  |     | 90%                               |     | 75% |  |                                 
|                       |                       | RACE (25%)            |     | 15%                  |     | 90%                               |     | 75% |  |                                 
|                       | Total Company (20%)   |                       |     |                      |     |                                   |     |     |  |                                 
|                       |                       | Net Income (75%)      |     | 15%                  |     | 90%                               |     | 75% |  |                                 
|                       |                       | RACE (25%)            |     | 5%                   |     | 90%                               |     | 75% |  |                                 
|                       |                       |                       |     |                      |     |                                   |     |     |  |                                 
|                       | Total Financial Perf. |                       | 80% |                      | 90% |                                   | 75% |     |  |                                 
|Individual Performance |                       | 20%                   |     | 80%                  |     | 50%                               |     |     |  | 10.0%                           
|                       |                       |                       |     |                      |     |                                   |     |     |  |                                 
|Total Goals            |                       |                       |     |                      |     |                                   |     | =   |  | 70.0%                           
|                       |                       |                       |     |                      |     |                                   |     |     |  |                                 

With
70% of target achieved, the incentive award would be calculated as 70% of the 20% target bonus percentage, or 14%. The incentive payment would, in turn, be the product of 14% of the
Participant's base salary of $80,000, or $11,200.

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Again,
the first step is to calculate the percent of target earned for each goal. FormulaBwould be used, because the goal achievement
was greater than or equal to 100%.

|Goal                   |                       | (1)
Percent of
Target |     |           |    | (2)
Goal
Achievement |      | (3)
Formula
Weighting
Achievement |      |      |  | (4)
Target %
of Earned
(1) x (3)
|---------------------- | --------------------- | --------------------- | --- | --------- | -- | -------------------- | ---- | --------------------------------- | ---- | ---- |  | --------------------------------
|                      
|Financial Performance  |                       |                       |     |           |    |                      |      |                                   |      |      |  |                                 
|                       | Segment (60%)         |                       |     |           |    |                      |      |                                   |      |      |  |                                 
|                       |                       | Net Income (75%)      |     | 45%       |    |                      |      | 115%                              |      | 175% |  |                                 
|                       |                       | RACE (25%)            |     | 15%       |    |                      |      | 110%                              |      | 150% |  |                                 
|                       | Total Company (20%)   |                       |     |           |    |                      |      |                                   |      |      |  |                                 
|                       |                       | Net Income (75%)      |     | 15%       |    |                      |      | 107%                              |      | 135% |  |                                 
|                       |                       | RACE (25%)            |     | 5%        |    |                      |      | 105%                              |      | 125% |  |                                 
|                       |                       |                       |     |           |    |                      |      |                                   |      |      |  |                                 
|                       | Total Financial Perf. |                       | 80% |           |    |                      | 112% | *                                 | 160% |      |  |                                 
|Individual Performance |                       | 20%                   |     | (100%+12% | )= | 112%                 | **   | 160%                              |      |      |  | 32.0%                           
|                       |                       |                       |     |           |    |                      |      |                                   |      |      |  |                                 
|Total Goals            |                       |                       |     |           |    |                      |      |                                   |      | =    |  | 159.9%                          

With
all goal achievement greater than the target, the incentive award would be calculated as 159.9% of the 20% target bonus percentage, or 32%. The incentive payment would, in turn, be
the product of 32% of the Participant's base salary of $80,000 or $25,600.

*-
Weighted Average.

**-
Because the financial performance is >100% of goal achievement, the difference between actual and goal of 12% (112%-100%) is added to the individual performance goal
achievement to arrive at the total individual performance goal achievement.

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Again,
the first step is to calculate the percent of target earned for each goal. FormulaBwould be used for financial performance,
because over 100% of that goal was achieved. FormulaAwould be used for individual performance, because less than 100% of that goal was achieved.

|Goal                   |                       | (1)
Percent of
Target |     |          |    | (2)
Goal
Achievement |      | (3)
Formula
Weighting
Achievement |      |      |  | (4)
Target %
of Earned
(1) x (3)
|---------------------- | --------------------- | --------------------- | --- | -------- | -- | -------------------- | ---- | --------------------------------- | ---- | ---- |  | --------------------------------
|                      
|Financial Performance  |                       |                       |     |          |    |                      |      |                                   |      |      |  |                                 
|                       | Segment (60%)         |                       |     |          |    |                      |      |                                   |      |      |  |                                 
|                       |                       | Net Income (75%)      |     | 45%      |    |                      |      | 115%                              |      | 175% |  |                                 
|                       |                       | RACE (25%)            |     | 15%      |    |                      |      | 110%                              |      | 150% |  |                                 
|                       | Total Company (20%)   |                       |     |          |    |                      |      |                                   |      |      |  |                                 
|                       |                       | Net Income (75%)      |     | 15%      |    |                      |      | 107%                              |      | 135% |  |                                 
|                       |                       | RACE (25%)            |     | 5%       |    |                      |      | 105%                              |      | 125% |  |                                 
|                       |                       |                       |     |          |    |                      |      |                                   |      |      |  |                                 
|                       | Total Financial Perf. |                       | 80% |          |    |                      | 112% | *                                 | 160% |      |  |                                 
|Individual Performance |                       | 20%                   |     | (75%+12% | )= | 87%                  | **   | 67.5%                             |      |      |  | 13.5%                           
|                       |                       |                       |     |          |    |                      |      |                                   |      |      |  |                                 
|Total Goals            |                       |                       |     |          |    |                      |      |                                   |      | =    |  | 141.4%                          

With
financial goal achievement greater than the target and personal goal achievement less than the target, the incentive award would be calculated as 141.4% of the 20% target bonus
percentage, or 28.3%. The incentive payment would, in turn, be the product of 28.3% of the Participant's base salary of $80,000 or $22,624.

*-
Weighted Average.

*-
Because the financial performance is >100% of goal achievement, the difference between actual and goal of 12% (112%-100%) is added to the individual performance goal
achievement to arrive at the total individual performance goal achievement.

Additional Guidelines for the Annual Incentive Plan

A minimum of 80% of the total company Business Plan Net Income must be achieved for annual incentives to be paid regardless of other factors.

Discretionary Adjustments

The Plan allows for discretionary adjustments of up to +20% or -20% of a Participant's calculated award. However, discretionary adjustments for all
eligible Participants cannot exceed +5% of the aggregate calculated incentive awards and must be approved in advance by the Chief Executive Officer, subject to Committee approval.

Some Special Circumstances

The above formulas generally determine the amount of the incentive award for the year. Other factors that may affect the actual award follow:

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Administrative Details

This summary relates to the Annual Incentive Plan (AIP) of Water Pik Technologies, Inc. The Plan is administered by the Committee. The Committee has full
authority to:

Plan
Participants may obtain additional information about the plan and the Committee from:

Vice
President, Human Resources
Water Pik Technologies, Inc
23 Corporate Plaza, Suite 246
Newport Beach, Ca 92660
Phone: 949-719-3700
Fax: 949-719-6472

The
Plan will remain in effect until terminated by the Committee. The Committee may also amend the plan at its discretion. The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) and is not "qualified" under Section 401 (a) of the Internal Revenue Code.

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