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Exhibit 10.2
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT (this "Agreement") is entered into
as of the 1st day of October, 2002, by and between Rayovac Corporation, a
Wisconsin corporation (the "Company"), and Kent J. Hussey (the "Executive").
WHEREAS, the Company and the Executive wish to amend and restate the
provisions of the Executive's Employment Agreement with the Company, dated April
27, 1998, as amended October 1, 1998, January 13, 2000 and October 1, 2000, as
the Company desires to employ the Executive upon the terms and conditions set
forth herein; and
WHEREAS, the Executive is willing and able to accept such employment
on such terms and conditions.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
hereby agree as follows:
1. EMPLOYMENT DUTIES AND ACCEPTANCE. The Company hereby employs the Executive,
and the Executive agrees to serve and accept employment, as the President
and Chief Operating Officer of the Company, reporting directly to the Chief
Executive Officer of the Company (the "CEO"). In connection therewith, as
President and Chief Operating Officer, the Executive shall have general
supervision of the day-to-day affairs of the Company and the supervision
and direction of the actions of certain other officers of the Company,
subject to the supervision of the CEO. During the Term (as defined below),
the Executive shall devote substantially all of his working time to such
employment and appointment, shall devote his best efforts to advance the
interests of the Company and shall not engage in any other business
activities, as an employee, director, consultant or in any other capacity,
whether or not he receives any compensation therefor, without the prior
approval of the Board.
2. TERM OF EMPLOYMENT. Subject to Section 4 hereof, the Executive's employment
and appointment hereunder shall be for a term commencing on the date hereof
and expiring on September 30, 2006 (the "Term"). Upon expiration of the
Term, this Agreement shall automatically extend for successive periods of
one (1) year, unless the Executive or the Company shall give notice to the
other at least ninety (90) days prior to the end of the Term (or any annual
extension thereof) indicating that it does not intend to renew the
Agreement.
3. COMPENSATION. In consideration of the performance by the Executive of his
duties hereunder, the Company shall pay or provide to the Executive the
following compensation which the Executive agrees to accept in full
satisfaction for his services, it being understood that necessary
withholding
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taxes, FICA contributions and the like shall be deducted from such
compensation:
(a) BASE SALARY. The Executive shall receive a base salary equal to Four
Hundred Thirty-Five Thousand Dollars ($435,000) per annum effective
October 1, 2002 for the duration of the Term ("Base Salary"), which
Base Salary shall be paid in equal monthly installments each year, to
be paid monthly in arrears. The Board will review from time to time
the Base Salary payable to the Executive hereunder and may, in its
discretion, increase the Executive's Base Salary. Any such increased
Base Salary shall be and become the "Base Salary" for purposes of this
Agreement.
(b) BONUS. The Executive shall receive a bonus for each fiscal year ending
during the Term, payable annually in arrears, which shall be based on
75% of Base Salary, provided the Company achieves certain annual
performance goals established by the Board from time to time (the
"Bonus"). The Board may, in its discretion, increase the annual Bonus.
Any such increased annual Bonus shall be and become the "Bonus" for
such fiscal year for purposes of this Agreement.
(c) INSURANCE COVERAGES AND PENSION PLANS. The Executive shall be entitled
to such insurance, pension and all other benefits as are generally
made available by the Company to its executive officers from time to
time.
(d) EXISTING STOCK OPTIONS AND RESTRICTED STOCK AWARDS. All stock options
and restricted stock awards previously granted to the Executive shall
remain in full force and effect in accordance with their terms. If the
Company implements a new stock option program in the future, the
Executive may participate to the extent authorized by the Board.
(e) NEW STOCK OPTIONS. The Company shall Grant to Executive 75,000 new
Stock Options ("New Options") under The 1997 Rayovac Incentive Plan
("1997 Plan"). The grant date of such New Options shall be the
Effective Date and such New Options shall have an exercise price equal
to the opening price on the New York Stock Exchange as of such date.
Fifty Percent (50%) of New Options shall be Time-Vesting Options and
Fifty Percent (50%) shall be Performance-Vesting Options. Time-Vesting
Options shall vest 1/3 October 1, 2003, 1/3 October 1, 2004 and 1/3
October 1, 2005. Subject to the Company meeting performance goals
established by the Board, the Performance-Vesting Options shall vest
1/3 October 1, 2003, 1/3 October 1, 2004 and 1/3 October 1, 2005. The
terms and conditions of such New Options shall be substantially
similar to the terms and conditions of previous option grants.
(f) NEW RESTRICTED STOCK AWARD. The Company also grants the Executive
additional restricted shares of the Company's common stock as follows.
On October 1, 2002, Executive shall be awarded that number of shares
of the Company's common stock equal in
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value to $761,250 provided, however, (i) that portion of such award of
stock equal in value to $507,500 as of October 1, 2002 shall include a
restriction prohibiting the sale, transfer, pledge, assignment or
other encumbrance prior to the earlier of October 1, 2005 or a change
in control of the Company (as defined in the 1997 Plan) ("Change in
Control"), and (ii) that portion of such stock equal in value to
$253,750 as of October 1, 2002 shall include a restriction prohibiting
the sale, transfer, pledge, assignment or other encumbrance prior to
the earlier of October 1, 2006 or a Change in Control. Provided
further, that such restricted stock shall be forfeited to the Company
in the event the Executive's employment with the Company terminates
prior to the earlier of (i) October 1, 2005 (as to stock equal in
value to $507,500) or (ii) October 1, 2006 (as to that portion of
stock equal in value to $253,750) or a Change in Control of the
Company for any reason other than (i) termination by the Company
without cause, or (ii) termination due to death or disability. The
terms and conditions of such new restricted stock awards shall be
substantially similar to the terms and conditions of previous
restricted stock award grants.
(g) VACATION. The Executive shall be entitled to four (4) weeks vacation
each year.
(h) OTHER EXPENSES. The Executive shall be entitled to reimbursement of
all reasonable and documented expenses actually incurred or paid by
the Executive in the performance of the Executive's duties under this
Agreement, upon presentation of expense statements, vouchers or other
supporting information in accordance with Company policy. All expense
reimbursements and other perquisites of the Executive are reviewable
periodically by the Compensation Committee of the Board, if there be
one, or the Board.
(i) AUTOMOBILE. The Company shall provide the Executive with the use of a
leased automobile suitable for a chief operating officer of a company
similar to the Company. Unless the Executive's employment is
terminated by the Company for Cause or by the Executive pursuant to
Section 5(c), the Executive shall be entitled to purchase such
automobile for $100 upon the earlier of (i) the expiration of the
lease for such automobile or (ii) the termination of Executive's
employment.
(j) D&O INSURANCE. The Executive shall be entitled to indemnification from
the Company to the maximum extent provided by law, but not for any
action, suit, arbitration or other proceeding (or portion thereof)
initiated by the Executive, unless authorized or ratified by the
Board. Such indemnification shall be covered by the terms of the
Company's policy of insurance for directors and officers in effect
from time to time (the "D&O Insurance"). Copies of the Company's
charter, by-laws and D&O Insurance will be made available to the
Executive upon request.
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(k) LEGAL FEES. The Company shall pay the Executive's actual and
reasonable legal fees incurred in connection with the preparation of
this Agreement.
4. TERMINATION.
(a) TERMINATION BY THE COMPANY WITH CAUSE. The Company shall have the
right at any time to terminate the Executive's employment hereunder
without prior notice upon the occurrence of any of the following (any
such termination being referred to as a termination for "Cause"):
(i) the commission by the Executive of any deliberate and
premeditated act taken by the Executive in bad faith against
the interests of the Company;
(ii) the Executive has been convicted of, or pleads NOLO CONTENDERE
with respect to, any felony, or of any lesser crime or offense
having as its predicate element fraud, dishonesty or
misappropriation of the property of the Company;
(iii) the habitual drug addiction or intoxication of the Executive
which negatively impacts his job performance or the
Executive's failure of a Company-required drug test;
(iv) the willful failure or refusal of the Executive to perform his
duties as set forth herein or the willful failure or refusal
to follow the direction of the CEO or the Board, provided such
failure or refusal continues after thirty (30) days of the
receipt of notice in writing from the CEO or the Board of such
failure or refusal, which notice refers to this Section 4(a)
and indicates the Company's intention to terminate the
Executive's employment hereunder if such failure or refusal is
not remedied within such thirty (30) day period; or
(v) the Executive breaches any of the terms of this Agreement or
any other agreement between the Executive and the Company
which breach is not cured within thirty (30) days subsequent
to notice from the Company to the Executive of such breach,
which notice refers to this Section 4(a) and indicates the
Company's intention to terminate the Executive's employment
hereunder if such breach is not cured within such thirty (30)
day period.
If the definition of termination for "Cause" set forth above conflicts
with such definition in the Executive's time-based or performance-
based stock option agreements (collectively, the "Stock Option
Agreements") or any agreements referred to therein, the definition set
forth herein shall control.
(b) TERMINATION BY COMPANY FOR DEATH OR DISABILITY. The Company shall have
the right at any time to terminate the Executive's employment
hereunder upon thirty (30) days prior written notice upon the
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Executive's inability to perform his duties hereunder by reason of any
mental, physical or other disability for a period of at least six (6)
consecutive months (for purposes hereof, "disability" has the same
meaning as in the Company's disability policy), if within 30 days
after such notice of termination is given, the Executive shall not
have returned to the full-time performance of his duties. The
Company's obligations hereunder shall, subject to the provisions of
Section 5(b), also terminate upon the death of the Executive.
(c) TERMINATION BY COMPANY WITHOUT CAUSE. The Company shall have the right
at any time to terminate the Executive's employment for any other
reason without Cause upon sixty (60) days prior written notice to the
Executive.
(d) VOLUNTARY TERMINATION BY EXECUTIVE. The Executive shall be entitled to
terminate his employment and appointment hereunder upon sixty (60)
days prior written notice to the Company. Any such termination shall
be treated as a termination by the Company for "Cause" under Section
5, unless notice of such termination was given within sixty (60) days
after a Change in Control, in which case such termination shall be
treated in accordance with Section 5(c) hereof.
(e) CONSTRUCTIVE TERMINATION BY THE EXECUTIVE. The Executive shall be
entitled to terminate his employment and appointment hereunder,
without prior notice, upon the occurrence of a Constructive
Termination. Any such termination shall be treated as a termination by
the Company without Cause. For this purpose, a "Constructive
Termination" shall mean:
(i) a reduction in Base Salary (other than as permitted hereby);
(ii) a reduction in annual Bonus opportunity;
(iii) a change in location of office of more than seventy-five (75)
miles from Madison, Wisconsin;
(iv) unless with the express written consent of the Executive, (a)
the assignment to the Executive of any duties inconsistent in
any substantial respect with the Executive's position,
authority or responsibilities as contemplated by Section 1 of
this Agreement or (b) any other substantial change in such
position, including titles, authority or responsibilities from
those contemplated by Section 1 of the Agreement; or
(v) any material reduction in any of the benefits described in
Section 3(g), (h), (i) or (j) hereof.
For purposes of the Stock Option Agreements, Constructive Termination
shall be treated as a termination of employment by the Company without
"Cause."
(f) NOTICE OF TERMINATION. Any termination by the Company for Cause or by
the Executive for Constructive Termination shall be
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communicated by Notice of Termination to the other party hereto given
in accordance with Section 8. For purposes of this Agreement, a
"Notice of Termination" means a written notice given prior to the
termination which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii)
if the termination date is other than the date of receipt of such
notice, specifies the termination date of this Agreement (which date
shall be not more than fifteen (15) days after the giving of such
notice). The failure by any party to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of
Cause or Constructive Termination shall not waive any right of such
party hereunder or preclude such party from asserting such fact or
circumstance in enforcing its rights hereunder.
5. EFFECT OF TERMINATION OF EMPLOYMENT.
(a) WITH CAUSE. If the Executive's employment is terminated with Cause,
the Executive's salary and other benefits specified in Section 3 shall
cease at the time of such termination, and the Executive shall not be
entitled to any compensation specified in Section 3 which was not
required to be paid prior to such termination; provided, however, that
the Executive shall be entitled to continue to participate in the
Company's medical benefit plans to the extent required by law.
(b) WITHOUT CAUSE, DEATH OR DISABILITY. If the Executive's employment is
terminated by the Company without Cause or by reason of death or
disability, then the Company shall pay the Executive the amounts and
provide the Executive the benefits as follows:
(i) The Company shall pay to the Executive as severance, an amount
in cash equal to double the sum of (i) the Executive's Base
Salary, and (ii) the annual Bonus (if any) earned by the
Executive pursuant to any annual bonus or incentive plan
maintained by the Company in respect of the fiscal year ending
immediately prior to the fiscal year in which the termination
occurs, such cash amount to be paid to the Executive ratably
monthly in arrears over the Non-Competition Period (as defined
below).
(ii) For the greater of (i) the 24-month period immediately
following such termination or (ii) the remainder of the Term,
the Company shall arrange to provide the Executive and his
dependents the additional benefits specified in Section 3(c).
Benefits otherwise receivable by the Executive pursuant to
this Section 5(b)(ii) shall cease immediately upon the
discovery by the Company of the Executive's breach of the
covenants contained in Section 6 or 7 hereof.
(iii) The Executive's accrued vacation (determined in accordance
with Company policy) at the time of termination shall be paid
as soon as reasonably practicable.
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(iv) Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state, or local
law and any additional withholding to which the Executive has
agreed.
(v) If the Executive's employment with the Company terminates
during the Term, the Executive shall not be required to seek
other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to
this Section 5.
(c) FOLLOWING CHANGE IN CONTROL. If the Executive elects to terminate his
employment within sixty (60) days following a Change in Control in
accordance with Section 4(d), such termination by the Executive shall
be treated as a termination by the Company without Cause, and the
Executive shall be entitled to the compensation provided in Section
5(b) except that instead of the payment provided for in Section
5(b)(i)(ii) hereof, the Executive shall be entitled to the annual
Bonus (if any) earned pursuant to any annual bonus or incentive plan
maintained by the Company in respect of the fiscal year in which such
termination occurs, and he shall be entitled to the full amount of
such Bonus even if he terminates his employment pursuant to this
Section 5(c) before the end of such fiscal year. Notwithstanding the
foregoing, the Company may require that the Executive continue to
remain in the employ of the Company for up to a maximum of six (6)
months following the Change in Control (the "Post-Term Period"). The
Company shall place the maximum cash payments payable pursuant to
Section 5(b) (as modified by the provisions of this Section 5(c) above
with respect to Section 5(b)(i)(ii) hereof) in escrow with a
commercial bank or trust company mutually acceptable to the Company
and the Executive as soon as practicable following the Change in
Control. For the Post-Term Period, the Company shall make the cash
payments that would otherwise be required pursuant to Section 3 (all
such cash payments to be deducted from the amount placed in escrow).
At the expiration of the Post-Term Period, the Executive shall receive
all cash amounts due the Executive from the remaining amount held in
escrow ratably monthly over the Non-Competition Period (as defined
below), with the balance (if any) returned to the Company. If the
Company does not require that the Executive remain in the employ of
the Company, the Company shall pay the Executive all cash amounts
payable pursuant to Section 5(b) (as modified by the provisions of
this Section 5(c) above with respect to Section 5(b)(i)(ii) hereof)
ratably monthly over the Non-Competition Period (all such cash
payments to be deducted from the amount placed in escrow) with the
balance (if any) returned to the Company.
The Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise,
and if the Executive does obtain other employment, all amounts payable by
the Company under this Agreement shall remain fully due and payable.
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6. AGREEMENT NOT TO COMPETE.
(a) The Executive agrees that during the Non-Competition Period (as
defined below), he will not, directly or indirectly, in any capacity,
either separately, jointly or in association with others, as an
officer, director, consultant, agent, employee, owner, principal,
partner or stockholder of any business, or in any other capacity,
engage or have a financial interest in any business which is involved
in the design, manufacturing, marketing or sale of batteries or
battery operated lighting devices (excepting only the ownership of not
more than 5% of the outstanding securities of any class listed on an
exchange or the Nasdaq Stock Market). The "Non-Competition Period" is
(a) the longer of the Executive's employment hereunder or time period
which he serves as a director of the Company plus (b) a period of one
(1) year thereafter.
(b) Without limiting the generality of clause (a) above, the Executive
further agrees that during the Non-Competition Period, he will not,
directly or indirectly, in any capacity, either separately, jointly or
in association with others, solicit or otherwise contact any of the
Company's customers or prospects, as shown by the Company's records,
that were customers or prospects of the Company at any time during the
Non-Competition Period if such solicitation or contact is for the
general purpose of selling products that satisfy the same general
needs as any products that the Company had available for sale to its
customers or prospects during the Non-Competition Period.
(c) The Executive agrees that during the Non-Competition Period, he shall
not, other than in connection with employment for the Company, solicit
the employment or services of any employee of Company who is or was an
employee of Company at any time during the Non-Competition Period.
During the Non-Competition Period, the Executive shall not hire any
employee of Company for any other business.
(d) If a court determines that the foregoing restrictions are too broad or
otherwise unreasonable under applicable law, including with respect to
time or space, the court is hereby requested and authorized by the
parties hereto to revise the foregoing restrictions to include the
maximum restrictions allowed under the applicable law.
(e) For purposes of this Section 6 and Section 7, the "Company" refers to
the Company and any incorporated or unincorporated affiliates of the
Company.
7. SECRET PROCESSES AND CONFIDENTIAL INFORMATION.
(a) The Executive agrees to hold in strict confidence and, except as the
Company may authorize or direct, not disclose to any person or use
(except in the performance of his services hereunder) any confidential
information or materials received by the Executive from the Company
and any confidential information or materials of other
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parties received by the Executive in connection with the performance
of his duties hereunder. For purposes of this Section 7(a),
confidential information or materials shall include existing and
potential customer information, existing and potential supplier
information, product information, design and construction information,
pricing and profitability information, financial information, sales
and marketing strategies and techniques and business ideas or
practices. The restriction on the Executive's use or disclosure of the
confidential information or materials shall remain in force until such
information is of general knowledge in the industry through no fault
of the Executive or any agent of the Executive. The Executive also
agrees to return to the Company promptly upon its request any Company
information or materials in the Executive's possession or under the
Executive's control.
(b) The Executive will promptly disclose to the Company and to no other
person, firm or entity all inventions, discoveries, improvements,
trade secrets, formulas, techniques, processes, know-how and similar
matters, whether or not patentable and whether or not reduced to
practice, which are conceived or learned by the Executive during the
period of the Executive's employment with the Company, either alone or
with others, which relate to or result from the actual or anticipated
business or research of the Company or which result, to any extent,
from the Executive's use of the Company's premises or property
(collectively called the "Inventions"). The Executive acknowledges and
agrees that all the Inventions shall be the sole property of the
Company, and the Executive hereby assigns to the Company all of the
Executive's rights and interests in and to all of the Inventions, it
being acknowledged and agreed by the Executive that all the Inventions
are works made for hire. The Company shall be the sole owner of all
domestic and foreign rights and interests in the Inventions. The
Executive agrees to assist the Company at the Company's expense to
obtain and from time to time enforce patents and copyrights on the
Inventions.
(c) Upon the request of, and, in any event, upon termination of the
Executive's employment with the Company, the Executive shall promptly
deliver to the Company all documents, data, records, notes, drawings,
manuals and all other tangible information in whatever form which
pertains to the Company, and the Executive will not retain any such
information or any reproduction or excerpt thereof.
8. NOTICES. All notices or other communications hereunder shall be in writing
and shall be deemed to have been duly given (a) when delivered personally,
(b) upon confirmation of receipt when such notice or other communication is
sent by facsimile or telex, (c) one day after delivery to an overnight
delivery courier, or (d) on the fifth day following the date of deposit in
the United States mail if sent first class, postage prepaid, by registered
or certified mail. The addresses for such notices shall be as follows:
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(a) For notices and communications to the Company:
Rayovac Corporation
601 Rayovac Drive
Madison, WI 53711
Facsimile: (608) 278-6666
Attention: Board of Directors
with a copy to:
Rayovac Corporation
601 Rayovac Drive
Madison, WI 53711
Facsimile: (608) 278-6666
Attention: James T. Lucke
(b) For notices and communications to the Executive:
Kent J. Hussey
15695 Villoresi Way
Naples, FL 34110
Facsimile at Verona, WI: (608) 798-0715
with a copy to:
Sutherland, Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, GA 30309
Facsimile: (404) 853-8806
Attention: Mark D. Kaufman
Any party hereto may, by notice to the other, change its address for receipt of
notices hereunder.
9. GENERAL.
(a) GOVERNING LAW. This Agreement shall be construed under and governed by
the laws of the State of Wisconsin, without reference to its conflicts
of law principles.
(b) AMENDMENT; WAIVER. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms hereof may be
waived, only by a written instrument executed by all of the parties
hereto or, in the case of a waiver, by the party waiving compliance.
The failure of any party at any time or times to require performance
of any provision hereof shall in no manner affect the right at a later
time to enforce the same. No waiver by any party of the breach of any
term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this
Agreement.
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(c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Executive, without regard to the duration of his employment by the
Company or reasons for the cessation of such employment, and inure to
the benefit of his administrators, executors, heirs and assigns,
although the obligations of the Executive are personal and may be
performed only by him. This Agreement shall also be binding upon and
inure to the benefit of the Company and its subsidiaries, successors
and assigns, including any corporation with which or into which the
Company or its successors may be merged or which may succeed to their
assets or business.
(d) COUNTERPARTS. This Agreement may be executed in two counterparts, each
of which shall be deemed an original but which together shall
constitute one and the same instrument.
(e) ATTORNEYS' FEES. In the event that any action is brought to enforce
any of the provisions of this Agreement, or to obtain money damages
for the breach thereof, and such action results in the award of a
judgment for money damages or in the granting of any injunction in
favor of one of the parties to this Agreement, all expenses, including
reasonable attorneys' fees, shall be paid by the non-prevailing party.
(f) NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation during his
employment hereunder in any benefit, bonus, incentive or other plan or
program provided by the Company or any of its affiliates and for which
the Executive may qualify. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or
program of the Company or any affiliated company at or subsequent to
the date of the Executive's termination of employment with the Company
shall, subject to the terms hereof or any other agreement entered into
by the Company and the Executive on or subsequent to the date hereof,
be payable in accordance with such plan or program.
(g) MITIGATION. In no event shall the Executive be obligated to seek other
employment by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement. In the event
that the Executive shall give a Notice of Termination for Constructive
Termination and it shall thereafter be determined that Constructive
Termination did not take place, the employment of the Executive shall,
unless the Corporation and the Executive shall otherwise mutually
agree, be deemed to have terminated, at the date of giving such
purported Notice of Termination, and the Executive shall be entitled
to receive only those payments and benefits which he would have been
entitled to receive at such date had he terminated his employment
voluntarily at such date under Section 4(d) of this Agreement.
(h) EQUITABLE RELIEF. The Executive expressly agrees that breach of any
provision of Sections 6 or 7 of this Agreement would result in
irreparable injuries to the Company, that the remedy at law for any
such breach will be inadequate and that upon breach of such
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provisions, the Company, in addition to all other available remedies,
shall be entitled as a matter of right to injunctive relief in any
court of competent jurisdiction without the necessity of proving the
actual damage to the Company.
(i) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the parties hereto with respect to the subject matter hereof and
supersede all prior negotiations, discussions, writings and agreements
between them with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
RAYOVAC CORPORATION
By: /s/ David A. Jones
--------------------------
David A. Jones
Chief Executive Officer
EXECUTIVE:
/s/ Kent J. Hussey
- ------------------------------
Kent J. Hussey
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