US INDUSTRIES INC /DE
EXHIBIT 10.12(A)
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<TYPE>EX-10.12(A)
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<FILENAME>a2032059zex-10_12a.txt
<DESCRIPTION>EXHIBIT 10.12(A)
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                                                              Exhibit 10.12(a)

                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT AGREEMENT, made as of March ___, 2000 (the
"Commencement Date") by and between, U.S. Industries, Inc., a Delaware
corporation, with its principal office at 101 Wood Avenue South, Iselin, New
Jersey 08830 (the "Company"), and Steven C. Barre, residing at 48 Oak Avenue,
Metuchen, New Jersey 08840 ("Executive").

                              W I T N E S S E T H:

                  WHEREAS, Executive is currently employed by the Company as
Associate General Counsel;

                  WHEREAS, effective April 1, 2000, the Company desires to
employ Executive as Vice President, General Counsel and Secretary and the
Executive desires to accept such employment; and

                  WHEREAS, the Company and Executive desire to enter into this
agreement (the "Agreement") as to the terms of his employment by the Company.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
parties agree as follows:

                  1. TERM OF EMPLOYMENT. Except for earlier termination as
provided in Section 7 hereof, Executive's employment under this Agreement shall
be for a two-year term (the "Employment


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Term") commencing on the Commencement Date and ending two (2) years thereafter.
Subject to Section 7 hereof, the Employment Term shall be automatically extended
for additional terms of successive one (1) year periods unless the Company or
Executive gives written notice to the other at least ninety (90) days prior to
the expiration of the then current Employment Term of the termination of
Executive's employment hereunder at the end of such current Employment Term.

                  2. POSITIONS. (a) Executive shall serve as a senior executive
of the Company, initially, as Associate General Counsel and then, effective on
April 1, 2000, as the Vice President, General Counsel and Secretary of the
Company. If requested by the Board of Directors of the Company (the "Board") or
the Chief Executive Officer of the Company (the "Chief Executive Officer"),
Executive shall also serve on the Board, as an executive officer and director of
subsidiaries and a director of associated companies of the Company without
additional compensation and subject to any policy of the Compensation Committee
of the Company's Board (the "Compensation Committee") with regard to retention
or turnover of the director's fees.

                  (b) Executive shall have such duties and authority, consistent
with his then position as shall be assigned to him from time to time by the
Board or the Executive Vice President or his designee.

                  (c) During the Employment Term, Executive shall devote all of
his business time and efforts to the performance of his duties hereunder;
provided, however, that Executive shall be allowed, to the extent that such
activities do not materially interfere with the performance of his duties and
responsibilities hereunder, to manage his passive personal interests and to
serve on civic or

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charitable boards or committees, and subject to the next sentence, serve on
corporate boards of directors. Executive may serve on corporate boards of
directors only if approved in advance by the Board (which approval may be
withdrawn at any time) and shall not serve on any corporate board of directors
if such service would be inconsistent with his fiduciary responsibilities to the
Company.

                  3. BASE SALARY. During the Employment Term, the Company shall
pay Executive a base salary at the annual rate of not less than the annual rate
paid to Executive on the Commencement Date which, effective on April 1, 2000,
shall be increased to a base salary of not less than an annual rate of $200,000.
Base salary shall be payable in accordance with the usual payroll practices of
the Company. Executive's base salary shall be subject to annual review by the
Board or the Compensation Committee during the period of the Employment Term
after March 31, 2000 and may be increased, but not decreased, from time to time
by the Board or the Compensation Committee, except that, prior to a Change in
Control (as defined in Exhibit A), it may be decreased proportionately in
connection with an across the board decrease generally applying to senior
executives of the Company. The base salary as determined as aforesaid from time
to time shall constitute "Base Salary" for purposes of this Agreement.

                  4. INCENTIVE COMPENSATION. (a) BONUS. For each fiscal year or
portion thereof after March 31, 2000 and during the Employment Term, Executive
shall be eligible to participate in an incentive bonus plan of the Company in
accordance with, and subject to, the terms of such plan, that provides an
annualized cash target bonus opportunity equal to at least 60% of Base Salary
(the "Target Bonus").

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                  (b) OTHER COMPENSATION. The Company may, upon recommendation
of the Compensation Committee, award to Executive such other bonuses and
compensation as it deems appropriate and reasonable.

                  5. EMPLOYEE BENEFITS AND VACATION. (a) During the Employment
Term, Executive shall be entitled to participate in all pension, long-term
incentive compensation, retirement, savings, welfare and other employee benefit
plans and arrangements and fringe benefits and perquisites generally maintained
by the Company from time to time for the benefit of senior executive officers of
the Company of a comparable level in each case in accordance with their
respective terms as in effect from time to time.

                  (b) During the Employment Term, Executive shall be entitled to
vacation each year in accordance with the Company's policies in effect from time
to time, but in no event less than four (4) weeks paid vacation per calendar
year. Executive shall also be entitled to such periods of sick leave as is
customarily provided by the Company to its senior executive employees.

                  6. BUSINESS EXPENSES. The Company shall reimburse Executive
for the travel, entertainment and other business expenses incurred by Executive
in the performance of his duties hereunder, in accordance with the Company's
policies as in effect from time to time.

                  7. TERMINATION. (a) The employment of Executive and the
Employment Term shall terminate as provided in Section 1 hereof or, if earlier,
upon the earliest to occur of any of the following events:

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                             (i) the death of Executive;

                            (ii) the termination of Executive's employment by
                  the Company due to Executive's Disability (as defined in
                  Exhibit A) pursuant to Section 7(b) hereof;

                           (iii) the termination of Executive's employment by
                  Executive for Good Reason (as defined in Exhibit A) pursuant
                  to Section 7(c) hereof;

                            (iv) the termination of Executive's employment by
                  the Company without Cause (as defined in Exhibit A) pursuant
                  to Section 7(e) hereof;

                             (v) the termination of employment by Executive
                  without Good Reason upon sixty (60) days prior written notice
                  pursuant to Section 7(e) hereof;

                            (vi) the termination of Executive's employment by
                  the Company for Cause pursuant to Section 7(d) hereof; or

                           (vii) the retirement of Executive by the Company at
                  or after his sixty-fifth birthday.

                  (b) DISABILITY. If Executive incurs a Disability, the Company
may terminate Executive's employment for Disability upon thirty (30) days
written notice by a Notice of Disability Termination, at any time thereafter
during such twelve (12) month period while Executive is unable to carry out his
duties as a result of the same or related physical or mental illness or
incapacity. Such

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termination shall not be effective if Executive returns to the full time
performance of his material duties within such thirty (30) day period.

                  (c) TERMINATION FOR GOOD REASON. A Termination for Good Reason
means a termination by Executive by written notice given within ninety (90) days
after the occurrence of the Good Reason event (other than an Exhibit A (d)(iv)
event), unless such circumstances are fully corrected prior to the date of
termination specified in the Notice of Termination for Good Reason or pursuant
to an Exhibit A (d)(iv) event. A Notice of Termination for Good Reason shall
mean a notice that shall indicate the specific Good Reason event relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for Termination for Good Reason. The failure by Executive to set
forth in the Notice of Termination for Good Reason any facts or circumstances
which contribute to the showing of Good Reason shall not waive any right of
Executive hereunder or preclude Executive from asserting such fact or
circumstance in enforcing his rights hereunder. The Notice of Termination for
Good Reason shall provide for a date of termination not less than ten (10) nor
more than sixty (60) days after the date such Notice of Termination for Good
Reason is given, provided that in the case of the events set forth in Section
(d)(iii) of Exhibit A the date may be two (2) days after the giving of such
notice and in the case of the event set forth in Section (d)(iv) of Exhibit A,
the date of termination shall be immediate.

                  (d) CAUSE. Subject to the notification provisions of this
Section 7(d), Executive's employment hereunder may be terminated by the Company
for Cause. A Notice of Termination for Cause shall mean a notice that shall
indicate the specific termination provision in Section (a) of Exhibit A relied
upon and shall set forth in reasonable detail the facts and circumstances which
provide for a basis

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for Termination for Cause. The date of termination for a Termination for Cause
shall be the date indicated in the Notice of Termination. Any purported
Termination for Cause which is held by a court not to have been based on the
grounds set forth in this Agreement or not to have followed the procedures set
forth in this Agreement shall be deemed a termination by the Company without
Cause.

                  (e) OTHER TERMINATIONS. The Executive's employment by the
Company shall be at will. Accordingly, the Company may terminate the Executive
at any time (with or without notice), for reasons other than Cause or for no
reason. The Executive may terminate his employment with the Company at any time
upon sixty (60) days prior written notice.

                  8. CONSEQUENCES OF TERMINATION OF EMPLOYMENT. (a) DEATH,
DISABILITY, VOLUNTARY RESIGNATION WITHOUT GOOD REASON, RETIREMENT, FOR CAUSE,
NONEXTENSION OF THE EMPLOYMENT TERM BY EXECUTIVE. If Executive's employment and
the Employment Term are terminated by reason of (i) Executive's death or
Disability, (ii) by Executive without Good Reason or as a result of a notice of
nonextension of the Employment Term by Executive or (iii) by the Company for
Cause or pursuant to Section 7(a)(vi) hereof, the Employment Term under this
Agreement shall terminate without further obligations to Executive or
Executive's legal representatives under this Agreement except for: (i) any Base
Salary earned but unpaid, any accrued but unused vacation pay payable pursuant
to the Company's policies, and any unreimbursed business expenses payable
pursuant to Section 6 (collectively "Accrued Amounts") (which, amounts shall, in
the event of Executive's death, be promptly paid in a lump sum to Executive's
estate) and (ii) any other amounts or benefits owing to Executive under the then
applicable employee benefit plans, long term incentive plans or equity plans and
programs of the Company which shall be paid in accordance with such plans and
programs.

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                  (b) TERMINATION BY EXECUTIVE FOR GOOD REASON, TERMINATION BY
THE COMPANY WITHOUT CAUSE, OR NONEXTENSION OF THE TERM BY THE COMPANY. If
Executive's employment and the Employment Term are terminated (i) by the
Executive for Good Reason, (ii) by the Company without Cause (and other than for
Disability or pursuant to Section 7(a)(vi)) or (iii) Executive's employment with
the Company terminates as a result of the Company giving notice of nonextension
of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled
to receive the Accrued Amounts, and shall, subject to Sections 9(b), 9(c) and 10
hereof, be entitled to receive, (A) equal monthly payments of an amount equal to
his then monthly rate of Base Salary, but off the employee payroll, for a period
of twelve (12) months following the date of his termination; provided that if
such termination occurs within two (2) years after a Change in Control, in lieu
of the foregoing, Executive shall receive in a lump sum within five (5) days
after compliance with such Section 9(b), an amount equal to (i) two (2) times
Base Salary and (ii) two (2) times the Target Bonus; (B) any other amounts or
benefits owing to Executive under the then applicable employee benefit, long
term incentive or equity plans and programs of the Company which shall be paid
in accordance with such plans and programs; provided that, if such termination
occurs within two (2) years after a Change in Control, Executive shall in any
event receive any earned or declared annual bonus for any complete fiscal year
which has not then been paid; (C) if such termination is within two (2) years
after a Change in Control, two (2) years of additional service and compensation
credit (at the compensation level in the fiscal year ending immediately prior to
the Change in Control) for pension purposes under any defined benefit type
qualified or nonqualified pension plan or arrangement of the Company, which
payments shall be made through and in accordance with the terms of the
nonqualified defined benefit pension arrangement if any then exists, or, if not,
in an actuarially equivalent lump sum (using the actuarial factors then applying
in the Company's

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defined benefit plan covering Executive); (D) if such termination is within two
(2) years after a Change in Control, two (2) years of the maximum Company
contribution (assuming Executive deferred the maximum amount and continued to
earn his then current salary) under any type of qualified or nonqualified 401(k)
plan; (E) if such termination is prior to, or after two (2) years following, a
Change in Control, payment of Executive's and his dependents' COBRA coverage
premiums to the extent, and so long as, they remain eligible for COBRA coverage
for up to one (1) year; and (F) if such termination is within two (2) years
after a Change in Control, payment by the Company of the premiums for Executive
and his dependents' health coverage for two (2) years under the Company's health
plans which cover the senior executives of the Company or materially similar
benefits. Payments under (F) above may at the discretion of the Company be made
by continuing participation of Executive in the plan as a terminee, by paying
the applicable COBRA premium for Executive and his dependents, or by covering
Executive and his dependents under substitute arrangements.

                  9. (a) NO MITIGATION; NO SET-OFF. In the event of any
termination of employment under Section 8, Executive shall be under no
obligation to seek other employment and there shall be no offset against any
amounts due Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that Executive may obtain. Any amounts
due under Section 8 are in the nature of severance payments and are not in the
nature of a penalty. Such amounts are inclusive, and in lieu of any, amounts
payable under any other salary continuation or cash severance arrangement of the
Company and to the extent paid or provided under any other such arrangement
shall be offset from the amount due hereunder.

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                  (b) Executive agrees that, as a condition to receiving the
payments and benefits provided under Section 8(b) hereunder he will execute,
deliver and not revoke (within the time period permitted by applicable law) a
release of all claims of any kind whatsoever against the Company, its
affiliates, officers, directors, employees, agents and shareholders in the then
standard form being used by the Company for senior executives (but without
release of the right of indemnification hereunder or under the Company's By-laws
or rights under benefit or equity plans that by their terms are intended to
survive termination of his employment).

                  (c) Upon any termination of employment, Executive hereby
resigns as an officer and director of the Company, any subsidiary and any
affiliate and as a fiduciary of any benefit plan of any of the foregoing.
Executive shall promptly execute any further documentation thereof as requested
by the Company and, if the Executive is to receive any payments from the
Company, execution of such further documentation shall be a condition thereof.

                  10. CONFIDENTIAL INFORMATION, NON-COMPETITION AND
NON-SOLICITATION OF THE COMPANY. (a) (i) Executive acknowledges that as a result
of his employment by the Company, Executive will obtain secret and confidential
information as to the Company and its affiliates and create relationships with
customers, suppliers and other persons dealing with the Company and its
affiliates and the Company and its affiliates will suffer substantial damage,
which would be difficult to ascertain, if Executive should use such confidential
information or take advantage of such relationship and that because of the
nature of the information that will be known to Executive and the relationships
created it is necessary for the Company and its affiliates to be protected by
the prohibition against Competition as set forth herein, as well as the
Confidentiality restrictions set forth herein.

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                  (ii) Executive acknowledges that the retention of nonclerical
employees employed by the Company and its affiliates in which the Company and
its affiliates have invested training and depends on for the operation of their
businesses is important to the businesses of the Company and its affiliates,
that Executive will obtain unique information as to such employees as an
executive of the Company and will develop a unique relationship with such
persons as a result of being an executive of the Company and, therefore, it is
necessary for the Company and its affiliates to be protected from Executive's
Solicitation of such employees as set forth below.

                  (iii) Executive acknowledges that the provisions of this
Agreement are reasonable and necessary for the protection of the businesses of
the Company and its affiliates and that part of the compensation paid under this
Agreement and the agreement to pay severance in certain instances is in
consideration for the agreements in this Section 10.

                  (b) Competition shall mean: participating, directly or
indirectly, as an individual proprietor, partners, stockholder, officer,
employee, director, joint venturer, investor, lender, consultant or in any
capacity whatsoever (within the United States of America, or in any country
where the Company or its affiliates do business) in a business in competition
with any business conducted by the Company, provided, however, that such
participation shall not include (i) the mere ownership of not more than one
percent (1%) of the total outstanding stock of a publicly held company; (ii) any
activity engaged in with the prior written approval of the Board; or (iii)
practicing law as an employee or member of a law firm, as long as Executive does
not personally represent an individual or entity engaged in Competition.

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                  (c) Solicitation shall mean: recruiting, soliciting or
inducing, of any nonclerical employee or employees of the Company or its
affiliates to terminate their employment with, or otherwise cease their
relationship with, the Company or its affiliates or hiring or assisting another
person or entity to hire any nonclerical employee of the Company or its
affiliates or any person who within six (6) months before had been a nonclerical
employee of the Company or its affiliates and were recruited or solicited for
such employment or other retention while an employee of the Company, provided,
however, that solicitation shall not include any of the foregoing activities
engaged in with the prior written approval of the Chief Executive Officer.

                  (d) If any restriction set forth with regard to Competition or
Solicitation is found by any court of competent jurisdiction, or an arbitrator,
to be unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend over the maximum period of time, range of activities or
geographic area as to which it may be enforceable. If any provision of this
Section 10 shall be declared to be invalid or unenforceable, in whole or in
part, as a result of the foregoing, as a result of public policy or for any
other reason, such invalidity shall not affect the remaining provisions of this
Section which shall remain in full force and effect.

                  (e) During and after the Employment Term, Executive shall hold
in a fiduciary capacity for the benefit of the Company and its affiliates all
secret or confidential information, knowledge or data relating to the Company
and its affiliates, and their respective businesses, including any confidential
information as to customers of the Company and its affiliates, (i) obtained by
Executive during his employment by the Company and its affiliates and (ii) not
otherwise public knowledge or

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known within the applicable industry. Executive shall not, without prior written
consent of the Company, unless compelled pursuant to the order of a court or
other governmental or legal body having jurisdiction over such matter,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. In the event Executive is compelled
by order of a court or other governmental or legal body to communicate or
divulge any such information, knowledge or data to anyone other than the
foregoing, he shall promptly notify the Company of any such order and he shall
cooperate fully with the Company in protecting such information to the extent
possible under applicable law.

                  (f) Upon termination of his employment with the Company and
its affiliates, or at any time as the Company may request, Executive shall
promptly deliver to the Company, as requested, all documents (whether prepared
by the Company, an affiliate, Executive or a third party) relating to the
Company, an affiliate or any of their businesses or property which he may
possess or have under his direction or control other than documents provided to
Executive in his capacity as a participant in any employee benefit plan, policy
or program of the Company or any agreement by and between Executive and the
Company with regard to Executive's employment or severance.

                  (g) During the Employment Term and for two (2) years following
a termination of Executive's employment for any reason whatsoever, whether by
the Company or by Executive and whether or not for Cause, Good Reason or
non-extension of the Employment Term, Executive shall not engage in
Solicitation.

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                  (h) During the Employment Term and for one (1) year following
a termination of Executive's employment for any reason whatsoever, whether by
the Company or by Executive and whether or not for Cause, Good Reason or
non-extension of the Employment Term, Executive shall not enter into Competition
with the Company or its affiliates.

                  (i) In the event of a breach or potential breach of this
Section 10, Executive acknowledges that the Company and its affiliates will be
caused irreparable injury and that money damages may not be an adequate remedy
and agree that the Company and its affiliates shall be entitled to injunctive
relief (in addition to its other remedies at law) to have the provisions of this
Section 10 enforced. It is hereby acknowledged that the provisions of this
Section 10 are for the benefit of the Company and all of the affiliates of the
Company and each such entity may enforce the provisions of this Section 10 and
only the applicable entity can waive the rights hereunder with respect to its
confidential information and employees.

                  (j) Furthermore, in the event of breach of this Section 10 by
Executive, while he is receiving amounts under Section 8(b) hereof, Executive
shall not be entitled to receive any future amounts pursuant to Section 8(b)
hereof.

                  11. INDEMNIFICATION. The Company shall indemnify and hold
harmless Executive to the extent provided in the Certificate of Incorporation
and By-Laws of the Company for any action or inaction of Executive while serving
as an officer and director of the Company or, at the Company's request, as an
officer or director of any other subsidiary or affiliate of the Company or as a
fiduciary of any benefit plan. The Company shall cover Executive under directors
and officers liability insurance

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both during and, while potential liability exists, after the Employment Term in
the same amount and to the same extent as the Company covers its other officers
and directors.

                  12. SPECIAL TAX PROVISION. (a) Anything in this Agreement to
the contrary notwithstanding, in the event that any amount or benefit paid,
payable, or to be paid, or distributed, distributable, or to be distributed to
or with respect to Executive by the Company (whether pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with the Company, any
person whose actions result in a change of ownership covered by Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") or any
person affiliated with the Company or such person) as a result of a change in
ownership of the Company or a direct or indirect parent thereof after the
Spinoff covered by Code Section 280G(b)(2) (collectively, the "Covered
Payments") is or becomes subject to the excise tax imposed by or under Section
4999 of the Code (or any similar tax that may hereafter be imposed), and/or any
interest or penalties with respect to such excise tax (such excise tax, together
with such interest and penalties, is hereinafter collectively referred to as the
"Excise Tax"), the Company shall pay to Executive an additional amount (the "Tax
Reimbursement Payment") such that after payment by Executive of all taxes
(including, without limitation, any interest or penalties and any Excise Tax
imposed on or attributable to the Tax Reimbursement Payment itself), Executive
retains an amount of the Tax Reimbursement Payment equal to the sum of (i) the
amount of the Excise Tax imposed upon the Covered Payments, and (ii) without
duplication, an amount equal to the product of (A) any deductions disallowed for
federal, state or local income or payroll tax purposes because of the inclusion
of the Tax Reimbursement Payment in Executive's adjusted gross income, and (B)
the highest applicable marginal rate of federal, state or local income taxation,
respectively, for the calendar

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year in which the Tax Reimbursement Payment is made or is to be made. The intent
of this Section 12 is that (a) the Executive, after paying his Federal, state
and local income tax and any payroll taxes on Executive, will be in the same
position as if he was not subject to the Excise Tax under Section 4999 of the
Code and did not receive the extra payments pursuant to this Section 12 and (b)
that Executive should never be "out-of-pocket" with respect to any tax or other
amount subject to this Section 12, whether payable to any taxing authority or
repayable to the Company, and this Section 12 shall be interpreted accordingly.

                  (b) Except as otherwise provided in Section 12(a), for
purposes of determining whether any of the Covered Payments will be subject to
the Excise Tax and the amount of such Excise Tax,

                     (i) such Covered Payments will be treated as "parachute
payments" (within the meaning of Section 280G(b)(2) of the Code) and such
payments in excess of the Code Section 280G(b)(3) "base amount" shall be treated
as subject to the Excise Tax, unless, and except to the extent that, the
Company's independent certified public accountants appointed prior to the change
in ownership covered by Code Section 280G(b)(2) or legal counsel (reasonably
acceptable to Executive) appointed by such public accountants (or, if the public
accountants decline such appointment and decline appointing such legal counsel,
such independent certified public accountants as promptly mutually agreed on in
good faith by the Company and the Executive) (the "Accountant"), deliver a
written opinion to Executive, reasonably satisfactory to Executive's legal
counsel, that Executive has a reasonable basis to claim that the Covered
Payments (in whole or in part) (A) do not constitute "parachute payments", (B)
represent reasonable compensation for services actually rendered (within the

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meaning of Section 280G(b)(4) of the Code) in excess of the "base amount"
allocable to such reasonable compensation, or (C) such "parachute payments" are
otherwise not subject to such Excise Tax (with appropriate legal authority,
detailed analysis and explanation provided therein by the Accountants); and

                      (ii) the value of any Covered Payments which are non-cash
benefits or deferred payments or benefits shall be determined by the Accountant
in accordance with the principles of Section 280G of the Code.

                  (c) For purposes of determining the amount of the Tax
Reimbursement Payment, Executive shall be deemed:

                      (i) to pay federal, state, local income and/or payroll
taxes at the highest applicable marginal rate of income taxation for the
calendar year in which the Tax Reimbursement Payment is made or is to be made,
and

                      (ii) to have otherwise allowable deductions for federal,
state and local income and payroll tax purposes at least equal to those
disallowed due to the inclusion of the Tax Reimbursement Payment in Executive's
adjusted gross income.

                  (d)(i)(A) In the event that prior to the time Executive has
filed any of his tax returns for the calendar year in which the change in
ownership event covered by Code Section 280G(b)(2) occurred, the Accountant
determines, for any reason whatever, the correct amount of the Tax Reimbursement
Payment to be less than the amount determined at the time the Tax Reimbursement

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Payment was made, the Executive shall repay to the Company, at the time that the
amount of such reduction in Tax Reimbursement Payment is determined by the
Accountant, the portion of the prior Tax Reimbursement Payment attributable to
such reduction (including the portion of the Tax Reimbursement Payment
attributable to the Excise Tax and federal, state and local income and payroll
tax imposed on the portion of the Tax Reimbursement Payment being repaid by
Executive, using the assumptions and methodology utilized to calculate the Tax
Reimbursement Payment (unless manifestly erroneous)), plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code.

                  (B) In the event that the determination set forth in (A) above
is made by the Accountant after the filing by Executive of any of his tax
returns for the calendar year in which the change in ownership event covered by
Code Section 280G(b)(2) occurred but prior to one (1) year after the occurrence
of such change in ownership, Executive shall file at the request of the Company
an amended tax return in accordance with the Accountant's determination, but no
portion of the Tax Reimbursement Payment shall be required to be refunded to the
Company until actual refund or credit of such portion has been made to
Executive, and interest payable to the Company shall not exceed the interest
received or credited to Executive by such tax authority for the period it held
such portion (less any tax Executive must pay on such interest and which he is
unable to deduct as a result of payment of the refund).

                  (C) In the event Executive receives a refund pursuant to (B)
above and repays such amount to the Company, Executive shall thereafter file for
refunds or credits by reason of the repayments to the Company.

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                  (D) Executive and the Company shall mutually agree upon the
course of action, if any, to be pursued (which shall be at the expense of the
Company) if Executive's claim for refund or credit is denied.

                      (ii)  In the event that the Excise Tax is later determined
by the Accountants or the Internal Revenue Service to exceed the amount taken
into account hereunder at the time the Tax Reimbursement Payment is made
(including by reason of any payment the existence or amount of which cannot be
determined at the time of the Tax Reimbursement Payment), the Company shall make
an additional Tax Reimbursement Payment in respect of such excess (plus any
interest or penalties payable with respect to such excess) once the amount of
such excess is finally determined.

                      (iii) In the event of any controversy with the Internal
Revenue Service (or other taxing authority) under this Section 12, subject to
subpart (i)(D) above, Executive shall permit the Company to control issues
related to this Section 12 (at its expense), provided that such issues do not
potentially materially adversely affect Executive, but Executive shall control
any other issues. In the event the issues are interrelated, Executive and the
Company shall in good faith cooperate so as not to jeopardize resolution of
either issue, but if the parties cannot agree Executive shall make the final
determination with regard to the issues. In the event of any conference with any
taxing authority as to the Excise Tax or associated income taxes, Executive
shall permit the representative of the Company to accompany him and Executive
and his representative shall cooperate with the Company and its representative.

                                       19

<PAGE>



                      (iv) With regard to any initial filing for a refund or any
other action required pursuant to this Section 12 (other than by mutual
agreement) or, if not required, agreed to by the Company and Executive, the
Executive shall cooperate fully with the Company, provided that the foregoing
shall not apply to actions that are provided herein to be at the sole discretion
of Executive.

                  (e) The Tax Reimbursement Payment, or any portion thereof,
payable by the Company shall be paid not later than the fifth (5th) day
following the determination by the Accountant and any payment made after such
fifth (5th) day shall bear interest at the rate provided in Code Section
1274(b)(2)(B). The Company shall use its best efforts to cause the Accountant,
to promptly deliver the initial determination required hereunder and, if not
delivered, within ninety (90) days after the change in ownership event covered
by Section 280G(b)(2) of the Code, the Company shall pay Executive the Tax
Reimbursement Payment set forth in an opinion from counsel recognized as
knowledgeable in the relevant areas selected by Executive, and reasonably
acceptable to the Company, within five (5) days after delivery of such opinion.
The amount of such payment shall be subject to later adjustment in accordance
with the determination of the Accountant as provided herein.

                  (f) The Company shall be responsible for all charges of the
Accountant and if (e) is applicable the reasonable charges for the opinion given
by Executive's counsel.

                  (g) The Company and Executive shall mutually agree on and
promulgate further guidelines in accordance with this Section 12 to the extent,
if any, necessary to effect the reversal of excessive or shortfall Tax
Reimbursement Payments. The foregoing shall not in any way be inconsistent with
Section 12(d)(i)(D) hereof.

                                       20

<PAGE>



                  13. LEGAL AND OTHER FEES AND EXPENSES. In the event that a
claim for payment or benefits under this Agreement is disputed, the Company
shall pay all reasonable attorney, accountant and other professional fees and
reasonable expenses incurred by Executive in pursuing such claim, provided
Executive is successful with regard to a material portion of his claim.

                  14. MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey without
reference to principles of conflict of laws.

                  (b) ENTIRE AGREEMENT/AMENDMENTS. This Agreement and the
instruments contemplated herein, contain the entire understanding of the parties
with respect to the employment of Executive by the Company from and after the
Commencement Date and supersedes any prior agreements between the Company and
Executive with respect thereto, including, without limitation, the agreement
between the Executive and the Company dated as of May 18, 1999 (but not the
terms of, or rights under any equity or benefit plans or grants existing on the
date hereof). There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein and therein. This Agreement
may not be altered, modified, or amended except by written instrument signed by
the parties hereto.

                  (c) NO WAIVER. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party's rights or deprive such party of the right thereafter to
insist upon strict adherence to that term or any other term of this

                                       21

<PAGE>



Agreement. Any such waiver must be in writing and signed by Executive or an
authorized officer of the Company, as the case may be.

                  (d) ASSIGNMENT. This Agreement shall not be assignable by
Executive. This Agreement shall be assignable by the Company only to an entity
which is owned, directly or indirectly, in whole or in part by the Company or by
any successor to the Company or an acquirer of all or substantial all of the
assets of the Company or all or substantially all of the assets of a group of
subsidiaries and divisions of the Company, provided such entity or acquirer
promptly assumes all of the obligations hereunder of the Company in a writing
delivered to Executive and otherwise complies with the provisions hereof with
regard to such assumption. Upon such assignment and assumption, all references
to the Company herein shall be to the assignee entity or acquirer, as the case
may be.

                  (e) SUCCESSORS; BINDING AGREEMENT; THIRD PARTY BENEFICIARIES.
This Agreement shall inure to the benefit of and be binding upon the personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees legatees and permitted assignees of the parties hereto.
In the event of the Executive's death while receiving amounts payable pursuant
to Section 8(b) hereof, any remaining amounts shall be paid to Executive's
estate.

                  (f) COMMUNICATIONS. For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given (i) when faxed or delivered, or (ii)
two (2) business days after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the initial page of this Agreement, provided
that all notices to the Company shall

                                       22

<PAGE>



be directed to the attention of the Senior Vice President - Administration of
the Company, or to such other address as any party may have furnished to the
other in writing in accordance herewith. Notice of change of address shall be
effective only upon receipt.

                  (g) WITHHOLDING TAXES. The Company may withhold from any and
all amounts payable under this Agreement such Federal, state and local taxes as
may be required to be withheld pursuant to any applicable law or regulation.

                  (h) SURVIVORSHIP. The respective rights and obligations of the
parties hereunder, including without limitation Section 11 hereof, shall survive
any termination of Executive's employment to the extent necessary to the agreed
preservation of such rights and obligations.

                  (i) COUNTERPARTS. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                  (j) HEADINGS. The headings of the sections contained in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.

                  (k) EXECUTIVE'S REPRESENTATION. Executive represents and
warrants to the Company that there is no legal impediment to him entering into,
or performing his obligations under this Agreement and neither entering into
this Agreement nor performing his contemplated service hereunder will violate
any agreement to which he is a party or any other legal restriction. Executive
further

                                       23

<PAGE>



represents and warrants that in performing his duties hereunder he will not use
or disclose any confidential information of any prior employer or other person
or entity.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                              U.S. INDUSTRIES, INC.


                              By:________________________________
                                 Name:
                                 Title:


                              ___________________________________
                               Steven C. Barre



                                       24

<PAGE>



                                    EXHIBIT A

(a)      CAUSE. For purposes of this Agreement, the term "Cause" shall be
         limited to: (i) Executive's refusal or willful failure to perform his
         duties; (ii) Executive's willful misconduct or gross negligence with
         regard to the Company or its affiliates or their business, assets or
         employees (including, without limitation, Executive's fraud,
         embezzlement or other act of dishonesty with regard to the Company or
         its affiliates); (iii) Executive's willful misconduct which has a
         material adverse impact on the Company or its affiliates, whether
         economic, or reputation wise or otherwise, as determined by the Board;
         (iv) Executive's conviction of, or pleading nolo contendere to, a
         felony or any crime involving fraud, dishonesty or moral turpitude; (v)
         Executive's refusal or willful failure to follow the lawful written
         direction of the Board, the Chief Executive Officer or his designee;
         (vi) Executive's breach of a fiduciary duty owed to the Company or its
         affiliates, including but not limited to Section 10 hereof; (vii) the
         representations or warranties in Section 14(k) hereof prove false; or
         (vii) any other breach by Executive of this Agreement that remains
         uncured for ten (10) days after written notice thereof is given to
         Executive.

(b)      CHANGE IN CONTROL. For purposes of this Agreement, the term "Change in
         Control" shall mean the occurrence of any of the following (i) any
         "person" as such term is used in Sections 13(d) and 14(d) of the
         Securities Exchange Act of 1934 ("Act") (other than the Company, any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company, or any company owned, directly or
         indirectly, by the stockholders of the Company in substantially the
         same proportions as their ownership of Common Stock of the Company), is
         or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Act), directly or indirectly, of securities of the Company representing
         twenty-five percent (25%) or more of the combined voting power of the
         Company's then outstanding securities; (ii) during any period of two
         (2) consecutive years, individuals who at the beginning of such period
         constitute the Board, and any new director (other than a director
         designated by a person who has entered into an agreement with the
         Company to effect a transaction described in clause (i), (iii), or (iv)
         of this paragraph) whose election by the Board or nomination for
         election by the Company's stockholders was approved by a vote of at
         least two-thirds of the directors then still in office who either were
         directors at the beginning of the two-year period or whose election or
         nomination for election was previously so approved, cease for any
         reason to constitute at least a majority of the Board; (iii) a merger
         or consolidation of the Company with any other corporation, other than
         a merger or consolidation which would result in the voting securities
         of the Company outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity) more than fifty percent
         (50%) of the combined voting power of the voting securities of the
         Company or such surviving entity outstanding immediately after such
         merger or consolidation; provided, however, that a merger or
         consolidation effected to implement a recapitalization of the Company
         (or similar transaction) in which no person acquires more than
         twenty-five percent (25%) of the combined voting power of the Company's
         then outstanding securities shall not constitute a Change in Control of
         the Company; or (iv) the stockholders of the Company approve a plan of
         complete liquidation

                                       A-1

<PAGE>



         of the Company or the consummation of the sale or disposition by the
         Company of all or substantially all of the Company's assets other than
         (x) the sale or disposition of all or substantially all of the assets
         of the Company to a person or persons who beneficially own, directly or
         indirectly, at least fifty percent (50%) or more of the combined voting
         power of the outstanding voting securities of the Company at the time
         of the sale or (y) pursuant to a spinoff type transaction, directly or
         indirectly, of such assets to the stockholders of the Company.

(c)      DISABILITY. For purposes of this Agreement, "Disability" shall mean by
         reason of the same or related physical or mental illness or incapacity,
         Executive is unable to carry out his material duties pursuant to this
         Agreement for more than six (6) months in any twelve (12) month period.

(d)      GOOD REASON. For purposes of this Agreement, "Good Reason" shall mean
         the occurrence, without Executive's express written consent in the case
         of (i), (ii) or (iii) of any of the following circumstances: (i) any
         material demotion of Executive on or after April 1, 2000 from his
         position as Vice President (except in connection with the termination
         of Executive's employment for Cause or due to Disability or as a result
         of Executive's death, or temporarily as a result of Executive's illness
         or other absence); (ii) a failure by the Company to pay Executive's
         Base Salary in accordance with Section 3 hereof; (iii) within two (2)
         years after a Change in Control and if Executive is then based at the
         Company's principal executive office, a relocation of the Company's
         principal executive office to a location more than both thirty-five
         (35) miles from Executive's residence at the time of the relocation and
         the Company's then principal executive office or relocation of
         Executive from the principal executive office; (iv) any resignation by
         Executive during the thirty (30) day period after the first anniversary
         of a Change in Control; or (v) with regard to a Relocation (as defined
         below) not covered by (iii) above, a failure of the Company to provide
         Executive with a relocation program that is at least as favorable in
         aggregate as the Relocation Program set forth in Exhibit B hereof. For
         purposes of the foregoing, Relocation shall mean a relocation of
         Executive's office by the Company, at any time during the Employment
         Term, to a location more than thirty-five (35) miles further than
         Executive's then current principal residence is from Executive's then
         office.



                                       A-2

<PAGE>

                                    EXHIBIT B


                               RELOCATION PROGRAM

This document describes the Executive relocation/reimbursement program (the
"Relocation Program") available to the Executive.

I.       The Executive will be reimbursed by the Company for the actual costs
         associated with the sale of Executive's principal home ("Former Home"),
         as follows:

         A.       Generally:

                           Packing, shipping, moving, unpacking and insuring
                           household goods and common personal possessions
                           (carrier is typically prohibited from delivering
                           perishables, frozen foods, plants or shrubbery,
                           combustible items and paint, or articles of
                           extraordinary value such as jewelry, precious stones,
                           stamp collections, wills, stocks, etc.).

                           Reasonable (at least three round trips with Executive
                           and one dependent) pre- move travel, meals, etc. for
                           house hunting.

                           Selling expenses on Executive's Former Home as
                           follows:

                                    -   Reasonable attorney's fees
                                    -   Transfer tax
                                    -   Real estate commission, up to a maximum
                                        total of 6% of the gross sales price.

                           Disconnecting and connecting normal appliances at
                           origin and destination (not including installation or
                           overhauling of equipment).

         B.       The Company will pay for moving the following:

                  (1)      Automobiles (maximum two), registered in Executive's
                           (or spouse's) name.

                  (2)      One boat or trailer, registered in Executive's (or
                           spouse's) name.

         C.       The Company will not pay for moving firewood, building
                  materials, exclusive use of van, household cleaning and maid
                  service, assembly or disassembly of portable swimming pools or
                  items of a similar nature.


                                       B-1

<PAGE>



         D.       The Company will reimburse Executive for the following
                  incidental expenses reasonably incurred in connection with
                  Executive's relocation:

                  (1)      Travel expenses, including meals and lodging incurred
                           by Executive and dependents while traveling from
                           Former Home to Executive's new location via personal
                           car or common carrier, economy class.

                  (2)      Meals and lodging expenses temporarily incurred by
                           Executive and dependents, if any, until Executive
                           obtains permanent living quarters. Such reimbursement
                           shall not exceed such costs for two weeks or until
                           two days following delivery of Executive's personal
                           or household goods, whichever first occurs.
                           Extensions may be granted at the Company's discretion
                           as a result of extenuating circumstances.

         E.       The Company will reimburse Executive for the following
                  expenses in connection with purchasing a principal house/home
                  within a reasonable proximity to the new Company's
                  headquarters' location within twelve (12) months of the
                  relocation of Executive:

                  (1)      Reasonable attorney's fees;

                  (2)      Title search and any other filing fees;

                  (3)      Building and termite inspection;

                  (4)      Mortgage application, placement fee and points (up to
                           a maximum payment of the lesser of 1 1/2 points or
                           $6,000 for points).

         F.       The Company will make a payment to Executive equal to one
                  month's Base Salary to cover other incidental expenses
                  relating to moving. Executive is not required to submit a
                  claim for this payment. This payment will be made within
                  thirty (30) days of Executive's actual physical permanent
                  relocation, upon notice from Executive confirming the move.

II.      Tax Issues

                  Federal Income Tax law generally requires the Company to file
                  forms with the Internal Revenue Service ("IRS") indicating the
                  amount of moving and relocation expenses paid to Executive or
                  to others on behalf of Executive. Such amounts may include,
                  for example, the cost of moving household goods and real
                  estate commissions which are paid directly by the Company to
                  outside companies. The total of the amounts will generally be
                  reported to the IRS on Form W-2, a copy of which will be sent
                  to Executive.


                                       B-2

<PAGE>



                  The Company shall advise Executive of the details of the
                  moving expenses and reimbursements and will provide the
                  information to Executive in accordance with applicable IRS
                  Forms or Notices or, if no IRS Form or Notice is required, in
                  a format selected by the Company.

                  Executive generally will be required to include in taxable
                  income the amounts shown on Form W-2 and will be permitted to
                  claim certain moving expense deductions for amounts paid
                  directly by the Executive and not reimbursed by the Company by
                  filing Form 3903 - Moving Expense Adjustment, or other
                  applicable IRS forms. The Company will reimburse Executive for
                  additional federal taxes incurred as a result of reporting
                  income in excess of allowable deductions resulting from the
                  relocation other than that resulting from a termination by the
                  Executive without Good Reason or by the Company for Cause (the
                  "Excess Amount"). However, the income provided pursuant to
                  Section I.F. will be subtracted from the Excess Amount prior
                  to calculating the additional federal tax "gross-up". The
                  Company will also reimburse Executive for additional state and
                  other payroll taxes, if any, incurred as a result of paying
                  for expenses referred to above, subject to the same
                  limitations.

                  The Company is also required to withhold federal income taxes
                  from that portion of Executive's reimbursement which are
                  included in income and non-deductible. The amount of such
                  taxes withheld will be reimbursed to Executive.

                  Because the tax reimbursement(s) will also be taxable income
                  to Executive in the year received, the reimbursement(s) will
                  be "grossed-up" so that the amount received will substantially
                  equal the balance of the tax, as well as the tax on the
                  reimbursement, at Executive's marginal rate of federal tax
                  and, if applicable, any state tax and payroll taxes.

















                                       B-3
</TEXT>
</DOCUMENT>
