RAYOVAC CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>a2094338zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<Page>

                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of
the 1st day of October, 2002 ("Effective Date"), by and between Rayovac
Corporation, a Wisconsin corporation (the "Company"), and David A. Jones (the
"Executive").

          WHEREAS, the Executive and the Company were parties to an Employment
Agreement dated September 12, 1996, with respect to the employment of the
Executive by the Company (the "1996 Agreement"); and

          WHEREAS, the Executive and the Company modified the terms of
Executive's employment with the Company by entering into an Amended and Restated
Employment Agreement dated April 27, 1998 (the "1998 Agreement"), and again on
October 1, 2000 (the "2000 Agreement"), and the parties wish to amend and
restate the provisions of the 2000 Agreement as set forth herein; and

          WHEREAS, the Company desires the benefit of the experience,
supervision and services of the Executive and 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
     Chairman of the Board of Directors and Chief Executive Officer of the
     Company, reporting directly to the Board of Directors of the Company (the
     "Board"). In connection therewith, as Chairman of the Board and Chief
     Executive Officer, the Executive shall oversee and direct the operations of
     the Company and perform such other duties consistent with the
     responsibilities of Chairman of the Board and Chief Executive Officer, all
     subject to the direction and control of the Board. During the Term (as
     defined below), the Executive shall devote substantial time to such
     employment which will be his primary business activity.

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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, 2005 (the "Term").

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 taxes, FICA contributions and the like shall be deducted from
     such compensation:

     (a)  BASE SALARY. The Executive shall receive a base salary equal to Seven
          Hundred Thousand Dollars ($700,000) per annum effective October 1,
          2002 for the duration of the Term except as set forth in Section 3(n)
          below, ("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
          100% of Base Salary except as set forth in Section 3(n) below,
          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)  ADDITIONAL SALARY. In addition to the compensation described above,
          (i) so long as the promissory note (the "Note") of the Executive
          attached hereto as EXHIBIT A, and as previously extended, is not due
          and payable in full, the Executive shall receive additional
          compensation at an initial rate of Thirty-five Thousand Dollars
          ($35,000) per annum during the Term, payable (A) at the time the Bonus
          is payable hereunder, (B) if no Bonus is payable hereunder, at the
          time the Board determines that no Bonus is payable hereunder or (C) if
          payment of principal of and interest on the Note is accelerated, at
          the time of the Executive's payment in full of the Note; provided,
          however, that to the extent the Note is prepaid, the rate set forth
          above shall be decreased by the amount by which interest on the Note
          has been reduced as a result of such prepayment and (ii) the Executive
          shall also receive an additional

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          $18,500 per annum during the Term, payable at the time the first
          monthly installment of Base Salary is payable hereunder and on each
          anniversary thereafter (all such payments set forth in clauses (i) and
          (ii) above are referred to herein as the "Additional Salary").

     (d)  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.

     (e)  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.

     (f)  NEW STOCK OPTIONS. The Company shall Grant to Executive 175,000 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.

     (g)  NEW RESTRICTED STOCK AWARD. The Company also grants 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 value to $1,400,000 provided,
          however, that such award of stock 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, 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 October 1, 2005 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.

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     (h)  VACATION. The Executive shall be entitled to four (4) weeks vacation
          each year.

     (i)  HOUSING AND 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. In addition, the Company will reimburse the
          Executive for expenses associated with reasonable travel to and from
          Atlanta, Georgia and Naples, Florida, and will pay or reimburse the
          Executive for the reasonable expenses associated with providing the
          Executive with the use of a suitable home purchased by the Company in
          the Madison, Wisconsin area, other than utilities and maintenance. 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.

     (j)  AUTOMOBILE. The Company shall provide the Executive with the use of a
          leased automobile suitable for a chief executive officer of a company
          similar to the Company.

     (k)  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.

     (l)  LEGAL FEES. The Company shall pay the Executive's actual and
          reasonable legal fees incurred in connection with the preparation of
          this Agreement.

     (m)  RETENTION BONUSES; HOUSE SALE.

          (i)   As set forth in the 2000 Agreement, on the earlier of September
                30, 2003 or a Change in Control, the Company shall pay the
                Executive an additional amount of Four Hundred Thousand Dollars
                ($400,000). In addition, if the Company does not terminate the
                Executive's employment hereunder pursuant to Section 4(a) and
                the Executive does not terminate

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                his employment hereunder pursuant to Section 4(d) (other than
                following a Change in Control), then on October 1, 2005, Company
                shall pay the Executive Two Million Two Hundred Thousand Dollars
                ($2,200,000).

          (ii)  If the Company does not terminate the Executive's employment
                hereunder pursuant to Section 4(a) and the Executive does not
                terminate his employment hereunder pursuant to Section 4(d)
                (other than following a Change in Control, then at any time
                after the earlier of April 30, 2003 or the date on which the
                Executive's employment is terminated, at the option of and upon
                the request of the Executive or his estate, the Company shall
                sell to the Executive or his estate fee simple title to the home
                purchased by the Company for the use of the Executive, free and
                clear of all liens and encumbrances arising after the date of
                the Company's acquisition of the home and not created by the
                Executive, other than liens or encumbrances that do not
                materially affect the use or value thereof; the purchase price
                shall be One Dollar ($1.00).

     (n)  OPTION TO RELINQUISH CHIEF EXECUTIVE OFFICER POSITION. Notwithstanding
          anything else in this Agreement to the contrary, Executive may at his
          discretion relinquish his role as Chief Executive Officer effective
          October 1, 2004 and remain as an employee of the Company and, as may
          be permitted under law and the Company's bylaws, as Chairman of the
          Board of Directors of the Company until September 30, 2005. Should
          Executive exercise such option, his annual Base Salary during this
          third year of his Agreement shall be Five Hundred Thousand Dollars
          ($500,000) and his Bonus shall be based on 75% of this Base Salary,
          and all other terms and conditions of this Agreement shall continue to
          apply.

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;

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          (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 Board, provided such failure or
                refusal continues after thirty (30) days of the receipt of
                notice in writing from 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 without prior notice upon the 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). The Company's obligations hereunder
          shall, subject to the provisions of Section 5(b), also terminate upon
          the death of the Executive.

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     (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, or upon thirty (30) days
          prior written notice after a Change in Control. 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 thirty
          (30) days after a Change in Control, in which case such termination
          shall be treated in accordance with Section 5(d) 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 or Additional 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(h), (i), (j) or (k) hereof.

          For purposes of the Stock Option Agreements, Constructive Termination
          shall be treated as a termination of employment by the Company without
          "Cause."

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     (f)  NOTICE OF TERMINATION. Any termination by the Company for Cause or by
          the Executive for Constructive Termination shall be 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)  DEATH OR DISABILITY. If the Executive's employment is terminated by
          the death or disability of the Executive (pursuant to Section 4(b)),
          the Executive's compensation provided in Section 3 shall be paid to
          the Executive or, in the event of the death of the Executive, the
          Executive's estate, as follows:

          (i)   the Executive's Base Salary specified in Section 3(a) shall
                continue to be paid in monthly installments until the first to
                occur of (i) twenty-four (24) months following such termination
                or (ii) such time as the Executive or the Executive's estate
                breaches the provisions of Sections 6 or 7 of this Agreement;

          (ii)  double the PRO RATA portion (based on days worked and percentage
                of achievement of annual performance goals) of the annual Bonus
                payable to the Executive, if any, specified in Section 3(b)
                shall be paid, unless the Board determines to pay a greater
                amount in its sole discretion;

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          (iii) the Executive's Additional Salary (or, for any partial year, the
                pro rata portion thereof) specified in Section 3(c) shall
                continue to be paid until the first to occur of (i) the
                remaining period of the Term or (ii) such time as the Executive
                or the Executive's estate breaches the provisions of Sections 6
                or 7 of this Agreement;

          (iv)  If the Executive's employment is terminated as a result of
                disability, the Executive's additional benefits specified in
                Section 3(d) shall continue to be available to the Executive
                until the first to occur of (i) the remaining period of the Term
                (or twenty-four (24) months following such termination, if
                greater) or (ii) such time as the Executive breaches the
                provisions of Sections 6 or 7 of this Agreement; and

          (v)   the Executive's accrued vacation (determined in accordance with
                Company policy) at the time of termination shall be paid as soon
                as reasonably practicable.

     (c)  WITHOUT CAUSE. If the Executive's employment is terminated by the
          Company without Cause (pursuant to Section 4(c) or 4(e)), the
          Executive's compensation provided in Section 3 shall be paid as
          follows:

          (i)   the Executive's Base Salary specified in Section 3(a) shall
                continue to be paid in monthly installments until the first to
                occur of (i) the remaining period of the Term (or twenty-four
                (24) months following such termination, if greater) or (ii) such
                time as the Executive breaches the provisions of Sections 6 or 7
                of this Agreement;

          (ii)  the Executive's annual Bonus shall continue to be paid in
                accordance with this Section 5(c) at the times set forth in
                Section 3(b) until the first to occur of (i) the remaining
                period of the Term (or twenty-four (24) months following such
                termination, if greater) or (ii) such time as the Executive
                breaches the provisions of Sections 6 or 7 of this Agreement.
                The annual Bonus payable pursuant to this Section 5(c) shall
                equal the amount of the annual Bonus (if any) previously paid or
                required to be paid pursuant to this Agreement for the full
                fiscal year immediately prior to the Executive's termination of
                employment;

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          (iii) the Executive's Additional Salary (or, for any partial year, the
                pro rata portion thereof) specified in Section 3(c) shall
                continue to be paid until the first to occur of (i) the
                remaining period of the Term (or twenty-four (24) months
                following such termination, if longer) or (ii) such time as the
                Executive breaches the provisions of Sections 6 or 7 of this
                Agreement; and

          (iv)  the Executive's additional benefits specified in Section 3(d)
                shall continue to be available to the Executive until the first
                to occur of (i) twenty-four (24) months following such
                termination or (ii) such time as the Executive breaches the
                provisions of Sections 6 or 7 of this Agreement.

     (d)  FOLLOWING CHANGE IN CONTROL. If the Executive elects to terminate his
          employment within thirty (30) 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(c); provided, however, that Executive's Base Salary, annual Bonus,
          Additional Salary and Section 3(d) additional benefits shall continue
          to be paid only until the first to occur of (i) the remaining period
          of the Term (or twelve (12) months following the expiration of the
          Post-Term Period (as defined below)) or (ii) such time as the
          Executive breaches the provisions of Sections 6 or 7 of this
          Agreement. In no event, however, shall Executive receive less than
          twelve (12) months Base Salary and annual Bonus following the
          expiration of the Post-Term Period. 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 thirty (30) days
          following the Change in Control (the "Post-Term Period"). The Company
          shall place the maximum cash payments payable pursuant to Section 5(c)
          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(c) ratably monthly over the

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          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 herein 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.

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

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          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 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

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          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:

     (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:

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                David A. Jones
                7881 Via Vecchia
                Naples, Florida  34108

          with a copy to:

                Sutherland, Asbill & Brennan LLP
                999 Peachtree Street, N.E.
                Atlanta, GA  30309
                Facsimile: (404) 853-8806
                Attention: Mark D. Kaufman, Esq.

     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.

     (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.

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<Page>

     (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
          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

                                       15
<Page>

          competent jurisdiction without the necessity of proving the actual
          damage to the Company.

     (i)  ENTIRE AGREEMENT. This Agreement and the exhibit hereto constitute 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.

                                       16
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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                     RAYOVAC CORPORATION


                                     By       /s/ Kent J. Hussey
                                        -----------------------------------
                                        Kent J. Hussey
                                        President and Chief Operating Officer


EXECUTIVE:


     /s/ David A. Jones
------------------------------
David A. Jones

                                       17

</TEXT>
</DOCUMENT>
