WKI HOLDING CO INC
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>30
<FILENAME>doc29.txt
<TEXT>
EXHIBIT 10.6


                              EMPLOYMENT AGREEMENT
                              --------------------

                                    Recitals
                                    --------

     This EMPLOYMENT AGREEMENT (the "Agreement") among WKI Holding Company,
                                     ---------
Inc., a Delaware corporation ("Debtor"), currently a Debtor and Debtor in
                               ------
Possession in the Chapter 11 cases referred to below and Raymond J. Kulla
("Executive") shall be effective on the effective date of the Reorganization
  ---------
Plan (as defined below)) (the "Agreement Date").
                               --------------

     WHEREAS, on May 31, 2002 (the "Petition Date"), the Debtor filed a petition
                                    -------------
for relief under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court;

     WHEREAS, the Debtor desires to continue to employ Executive to serve as the
Vice President, General Counsel and Secretary of Debtor and its Subsidiaries,
upon the terms and subject to the conditions set forth herein;

     WHEREAS, Executive and the Debtor further agree that Executive may elect in
writing at any time during the twelve (12) calendar month period commencing on
December 31, 2002 to treat this Agreement as null and void if, at such time of
election,  the Bankruptcy Court has not entered an order confirming a Chapter 11
plan for the Debtor (the "Reorganization Plan"), which includes as a part of the
                          -------------------
Reorganization Plan assumption and approval of this Agreement;

     NOW, THEREFORE, in consideration of the premises (which are deemed to be an
integral part of this Agreement) and the mutual covenants, representations,
warranties and agreements contained herein, the Debtor and Executive hereby
agree as follows:

                             Article I. DEFINITIONS

     The terms set forth below have the following meanings (such meanings to be
applicable to both the singular and plural forms, except where otherwise
expressly indicated):

     1.1     "Accrued Annual Bonus" means the amount of any Annual Bonus earned
              --------------------
     but not yet paid with respect to the Fiscal Year ended prior to the Date of
     Termination.

     1.2     "Accrued Base Salary" means the amount of Executive's Base Salary
              -------------------
     which is earned but not yet paid as of the Date of Termination.

     1.3     "Agreement" is defined in the Recitals to this Agreement.
              ---------

     1.4     "Agreement Date" is defined in the Recitals to this Agreement.
              --------------

     1.5     "Anniversary Date" means any annual anniversary of the Agreement
              ----------------
     Date.

     1.6     "Annual Bonus" is defined in Section 4.2(a).
              ------------

     1.7     "Authorization Order" is defined in the Recitals to this Agreement.
              -------------------


                                        1
<PAGE>
     1.8     "Bankruptcy Code" means the United States Bankruptcy Code, as
              ---------------
     amended from time to time.

     1.9     "Bankruptcy Court" means any United States bankruptcy court or
              ----------------
     other federal court before which the Debtor may appear on any matters
     related to this Agreement.

     1.10     "Base Salary" is defined in Section 4.1.
               -----------

     1.11     "Beneficiary" is defined in Section 8.8.
               -----------

     1.12     "Cause" means any of the following:
               -----

          (a)     Executive's commission of a misdemeanor involving fraud,
          dishonesty, or moral turpitude, or of a felony,

          (b)     Executive's willful or intentional material breach of his
          material obligations under this Agreement,

          (c)     willful or intentional material misconduct by Executive in the
          performance of his duties under this Agreement, or

          (d)     the willful or intentional failure by Executive to materially
          comply (to the best of his ability) with a specific, written direction
          of the Chief Executive Officer of the Companies or the Reorganized
          Entity, or the Companies or the Reorganized Entity, as applicable,
          that is not inconsistent with this Agreement and Executive's
          responsibilities hereunder, provided that such refusal or failure (i)
          is not cured to the best of Executive's ability within ten (10)
          business days after the delivery of such direction to Executive and
          (ii) is not based on Executive's good faith belief, as expressed by
          written notice to the Chief Executive Officer of the Companies or the
          Reorganized Entity, or the Companies or the Reorganized Entity, as
          applicable, given within such ten (10) business day period, that the
          implementation of such direction of the Chief Executive Officer of the
          Companies or the Reorganized Entity, or the Companies or the
          Reorganized Entity, as applicable, would be unlawful or unethical.

     1.13     "Change of Control" means any one or more of the following events:
               -----------------

          (a)     Before the effective date of the Reorganization Plan:

               (i)     any person (as such term is used in Rule 13d-5 under the
          Exchange Act) or group (as such term is defined in Sections 3(a)(9)
          and 13(d)(3) of the Exchange Act), other than a Subsidiary or any
          employee benefit plan (or any related trust) of the Debtor or any of
          its Subsidiaries, becomes the owner of more than thirty-five percent
          (35%) in aggregate principal amount of the Secured Lender Claims;

               (ii)     consummation of a merger, reorganization, consolidation,
          or similar transaction (any of the foregoing, a "Merger") unless the
                                                           ------
          Persons who were the holders of the Secured Lender Claims immediately
          prior to the effective


                                        2
<PAGE>
          date of the Merger are the holders or the beneficial owners,
          immediately after such Merger, directly or indirectly, in the
          aggregate of more than fifty percent (50%) of the indebtedness or
          equity (including voting securities) of the successor entity resulting
          from such Merger in substantially the same relative proportions as
          they owned Secured Lender Claims against the Debtor immediately before
          the Merger;

               (iii)     consummation of a sale of all or substantially all of
          the assets of the Debtor or World Kitchen, Inc. (a "Sale") unless the
                                                              ----
          Persons who were the holders of the Secured Lender Claims immediately
          prior to the effective date of the Sale are the holders or the
          beneficial owners, immediately after such Sale, directly or
          indirectly, in the aggregate of more than fifty percent (50%) of the
          indebtedness or equity (including voting securities) of the entity or
          entities that own such assets immediately after the Sale in
          substantially the same relative proportions as they owned Secured
          Lender Claims against the Debtor (or World Kitchen, Inc., as
          applicable) immediately before the Sale; or

               (iv)     Bankruptcy Court approval of the liquidation of the
          Debtor or World Kitchen, Inc., except in connection with a transaction
          where the business is continued in another entity in which the Debtor
          (or World Kitchen, Inc., as applicable) or the holders of Secured
          Lender Claims hold in the aggregate more than fifty percent (50%) of
          the indebtedness or ownership interests in such other entity in
          substantially the same relative proportions as they owned Secured
          Lender Claims against the Debtor (or World Kitchen, Inc., as
          applicable) immediately before such liquidation;

          (b)     Immediately upon the confirmation of the Reorganization Plan
          or immediately upon the effective date of the Reorganization Plan:

               (i)     any person (as such term is used in Rule 13d-5 under the
          Exchange Act) or group (as such term is defined in Sections 3(a)(9)
          and 13(d)(3) of the Exchange Act), other than any Subsidiary or
          employee benefit plan (or any related trust) of the Debtor or any of
          its Subsidiaries, becomes the beneficial owner, pursuant to the
          Reorganization Plan, in the aggregate of more than thirty-five percent
          (35%) of the Voting Securities;

               (ii)     consummation of a merger, reorganization, consolidation,
          or similar transaction involving the Debtor or World Kitchen, Inc.
          (any of the foregoing, a "Merger") unless the Persons who were the
                                    ------
          holders of Secured Lender Claims immediately prior to the effective
          date of the Reorganization Plan are the beneficial owners, immediately
          after such Merger, directly or indirectly, in the aggregate of more
          than fifty percent (50%) of the common stock and any other voting
          securities of the corporation resulting from such Merger in
          substantially the same relative proportions as they owned Secured
          Lender Claims against the Debtor (or World Kitchen, Inc., as
          applicable) immediately before the Merger;

               (iii)     consummation of a sale of all or substantially all of
          the assets of the Debtor or World Kitchen, Inc. (a "Sale") unless the
                                                              ----
          Persons who were the holders of the Secured Lender Claims immediately
          prior to the effective date of


                                        3
<PAGE>
          the Reorganization Plan are the beneficial owners, immediately after
          such Sale, directly or indirectly, in the aggregate of more than fifty
          percent (50%) of the common stock and any other voting securities of
          the entity or entities that own such assets immediately after the Sale
          in substantially the same relative proportions as they owned Secured
          Lender Claims against the Debtor (or World Kitchen, Inc., as
          applicable) immediately before the Sale; or

               (iv)     a Reorganization Plan is confirmed that does not
          contemplate the continuation of a substantial part of the business of
          the Debtor, or failure of the Reorganization Plan to provide for the
          continuation of that part of the Debtor's business which, in the
          immediately preceding twelve (12) calendar month period generated at
          least sixty percent (60%) of the Debtor's gross revenue and at least
          sixty percent (60%) of the Debtor's net income; or

          (c)     At any time following the effective date of the Reorganization
          Plan:

               (i)     any person (as such term is used in Rule 13d-5 under the
          Exchange Act) or group (as such term is defined in Sections 3(a)(9)
          and 13(d)(3) of the Exchange Act), other than any Subsidiary or any
          employee benefit plan (or any related trust) of the Reorganized Entity
          or any of its Subsidiaries, becomes the beneficial owner in the
          aggregate of more than thirty-five percent (35%) of the Voting
          Securities;

               (ii)     individuals who constitute the initial board of
          directors of the Reorganized Entity elected on or immediately after
          the effective date of the Reorganization Plan (the "Reorganized
                                                              -----------
          Incumbent Board") cease for any reason to constitute more than
          ---------------
          sixty-six and two-thirds percent (66-2/3%) of the members of the board
          of directors of the Reorganized Entity; provided that any individual
          who becomes a director after the effective date of the Reorganization
          Plan whose election or nomination for election by the Reorganized
          Entity shareholders, was approved by more than sixty-six and
          two-thirds percent (66-2/3%) of the members of the Reorganized
          Incumbent Board (other than an election or nomination of an individual
          whose initial assumption of office is in connection with an actual or
          threatened "election contest" relating to the election of the
          directors of the Reorganized Entity (as such terms are used in Rule
          14a-11 under the Exchange Act), "tender offer" (as such term is used
          in Section 14(d) of the Exchange Act) or a proposed Merger (as defined
          below in clause (iii) of this Section 1.13(c))) shall be deemed to be
          members of the Reorganized Incumbent Board;

               (iii)     consummation of a merger, reorganization,
          consolidation, or similar transaction (any of the foregoing, a
          "Merger") unless the Persons who were the beneficial owners of the
           ------
          Voting Securities immediately before such Merger, are the beneficial
          owners, immediately after such Merger, directly or indirectly, in the
          aggregate, of more than sixty percent (60%) of the common stock and
          any other voting securities of the entity resulting from such Merger
          in substantially the same relative proportions as they owned the
          Voting Securities immediately before the Merger;


                                        4
<PAGE>
               (iv)     consummation of a sale of all or substantially all of
          the assets of the Debtor (a "Sale") unless the Persons who were the
                                       ----
          beneficial owners of the Voting Securities immediately before such
          Sale, are the beneficial owners, immediately after such Sale, directly
          or indirectly, in the aggregate, of more than sixty percent (60%) of
          the common stock and any other voting securities of the entity or
          entities that own such assets immediately after the Sale; or

               (v)     The board of directors of the Reorganized Entity or the
          shareholders of the Reorganized Entity, as applicable, approve a plan
          of liquidation of the Debtor, World Kitchen, Inc. or the Reorganized
          Entity.

     Notwithstanding the foregoing, there shall not be a Change of Control if,
     in advance of (or subsequent to) such event, Executive agrees in writing
     that such event shall not constitute a Change of Control. For purposes of
     this definition of Change of Control, entry into and performance of the
     shareholders' agreement contemplated by the Reorganization Plan shall not
     constitute any Person as a member of a group with any other Person.

     1.14     "Code" means the Internal Revenue Code of 1986, as amended from
               ----
     time to time.

     1.15     "Companies" means the Debtor and World Kitchen, Inc., a Delaware
               ---------
     corporation.

     1.16     "Compensation Committee" means the compensation committee of the
               ----------------------
     WKI Board or the compensation committee of the board of directors of the
     Reorganized Entity, as applicable, in each case composed exclusively of
     non-employee directors.

     1.17     "Date of Termination" means the effective date of a Termination of
               -------------------
     Employment for any reason, including death or Disability, whether by the
     Debtor, the Reorganized Entity, or by Executive.

     1.18     "Debtor" is defined in the Recitals to this Agreement.
               ------

     1.19     "Disability" means a mental or physical condition which renders
               ----------
     Executive unable or incompetent to carry out the material job
     responsibilities which Executive held or the material duties to which
     Executive was assigned at the time the disability was incurred, which has
     existed for at least three (3) calendar months and which in the opinion of
     a physician mutually agreed upon by the Debtor or the Reorganized Entity,
     as applicable, and Executive (provided that the parties shall not
     unreasonably withhold such agreement) is expected to be permanent or to
     last for an indefinite duration or a duration in excess of six (6) calendar
     months.

     1.20     "Emergence" means the effective date of the Reorganization Plan.
               ---------

     1.21     "Employment Period" is defined in Article III.
               -----------------

     1.22     "Exchange Act" means the United States Securities Exchange Act of
               ------------
     1934, as amended, or any federal statute or statutes which shall be enacted
     to take its place, together with all rules and regulations promulgated
     thereunder.


                                        5
<PAGE>
     1.23     "Excise Tax" means the excise tax imposed by Section 4999 of the
               ----------
     Code, together with any interest or penalties imposed with respect to such
     excise tax.

     1.24     "Executive" is defined in the Recitals to this Agreement.
               ---------

     1.25     "Fiscal Year" means the calendar year period beginning each
               -----------
     January 1 and ending each December 31.

     1.26     "Good Reason" means the occurrence of any one of the following
               -----------
     events unless Executive specifically consents to such event in writing:

          (a)     any material breach of the Agreement by the Debtor or the
          Reorganized Entity of any of their material obligations under this
          Agreement, including any of the following occurrences which shall be
          deemed to constitute a material breach of their material obligations:

               (i)     failure to pay Base Salary as required by Section 4.1 or
          Annual Bonus as required by Section 4.2;

               (ii)     failure to pay or provide material benefits under
          Article VI of this Agreement; or

               (iii)     any substantial adverse change in the position,
          responsibilities, and duties of Executive as compared to Executive's
          position, responsibilities and duties as set forth in Section 2.1,

               (iv)     failure of Executive and the Debtor or Reorganized
          Entity, as applicable, to agree on appropriate equity compensation
          arrangements in accordance with Article V hereof, within ninety (90)
          calendar days after Emergence,

          (b)     the failure of the Debtor or the Reorganized Entity to assign
          this Agreement to a successor, as applicable, or the failure of such
          successor to explicitly assume and agree to be bound by this
          Agreement, or

          (c)     the Debtor's or the Reorganized Entity's, as applicable,
          requiring Executive to be principally based at any office or location
          more than 25 miles away from Reston, Virginia.

     1.27     "Gross-Up Payment" is defined in Section 6.4(a).
               ----------------

     1.28     "including" means including without limitation.
               ---------

     1.29     "Interest Rate" means the prime commercial lending rate announced
               -------------
     by JPMorgan Chase Bank on the date an amount is to be determined hereunder
     or, if no such rate shall be announced on such date, the immediately prior
     date on which JPMorgan Chase Bank announced such a rate; provided, however,
     that if the interest rate determined in accordance with this Section 1.29
     exceeds the highest legally permissible interest rate, then the Interest
     Rate shall be the highest legally-permissible interest rate.


                                        6
<PAGE>
     1.30     "Maximum Annual Bonus" is defined in Section 4.2(b).
               --------------------

     1.31     "Maximum Annual Goals" is defined in Section 4.2(b).
               --------------------

     1.32     "Maximum Percentage" is defined in Section 4.2(b).
               ------------------

     1.33     "Parachute Value" of a Payment shall mean the present value as of
               ---------------
     the date of the change of control for purposes of Section 280G of the Code
     of the portion of such Payment that constitutes a "parachute payment" under
     Section 280G(b)(2), as determined by the Accounting Firm for purposes of
     determining whether and to what extent the Excise Tax will apply to such
     Payment.

     1.34     "Payment" shall mean any payment or distribution in the nature of
               -------
     compensation (within the meaning of Section 280G(b)(2) of the Code) to or
     for the benefit of Executive, whether paid or payable pursuant to this
     Agreement or otherwise.

     1.35     "Person" means any individual, sole proprietorship, partnership,
               ------
     joint venture, trust, unincorporated organization, association,
     corporation, institution, public benefit corporation, entity or government
     instrumentality, division, agency, body or department.

     1.36     "Petition Date" means May 31, 2002, the date each of the Companies
               -------------
     filed a petition for relief under Chapter 11 of the Bankruptcy Code.

     1.37     "Prorata Annual Bonus" means (a) the product of the Target Annual
               --------------------
     Bonus for the Fiscal Year that includes the Date of Termination multiplied
     by (b) a fraction, the numerator of which is the number of days which have
     elapsed in the Fiscal Year through the Date of Termination and the
     denominator of which is 365.

     1.38     "Reorganization Plan" is defined in the Recitals to this
               -------------------
     Agreement.

     1.39     "Reorganized Entity" is defined in Section 5.1.
               ------------------

     1.40     "Safe Harbor Amount" means 2.99 times Executive's "base amount,"
               ------------------
     within the meaning of Section 280G(b)(3) of the Code.

     1.41     "Secured Lender Claims" means claims arising under the Amended and
               ---------------------
     Restated Credit Agreement dated as of April 12, 2001 among Debtor, JPMorgan
     Chase Bank (formerly The Chase Manhattan Bank) and the other lenders,
     agents and arranger party thereto.

     1.42     "Severance Period" means two (2) years from the Date of
               ----------------
     Termination.

     1.43     "Stock" is defined in Section 5.1.
               -----

     1.44     "Subsidiary" means, with respect to any Person, (a) any
               ----------
     corporation of which more than fifty percent (50%) of the outstanding
     capital stock having ordinary voting power to elect a majority of the board
     of directors of such corporation (irrespective of whether, at the time,
     stock of any other class or classes of such corporation shall have or might
     have voting power by reason of the happening of any contingency) is at the
     time, directly or indirectly, owned by such Person, or (b) any partnership,
     limited liability


                                        7
<PAGE>
     company or other entity in which such Person has a direct or indirect
     interest (whether in the form of voting or participation in profits or
     capital contribution) of more than fifty percent (50%).

     1.45     "Target Annual Bonus" is defined in Section 4.2(b).
               -------------------

     1.46     "Target Annual Goals" is defined in Section 4.2(b).
               -------------------

     1.47     "Target Percentage" is defined in Section 4.2(b).
               -----------------

     1.48     "Taxes" means the incremental United States federal, state and
               -----
     local income, excise and other taxes payable by Executive with respect to
     any applicable item of income.

     1.49     "Tax Gross-Up Payment" means an amount payable to Executive such
               --------------------
     that after payment of Taxes on such amount there remains a balance
     sufficient to pay the Taxes being reimbursed.

     1.50     "Termination for Good Reason" means a Termination of Employment by
               ---------------------------
     Executive for a Good Reason during the Employment Period.

     1.51     "Termination of Employment" means a termination by the Debtor or
               -------------------------
     the Reorganized Entity or by Executive of Executive's employment by the
     Debtor or the Reorganized Entity, as applicable.

     1.52     "Termination Without Cause" means a termination of Executive by
               -------------------------
     the Debtor or the Reorganized Entity, as applicable, for any reason other
     than Cause or Executive's death or Disability during the Employment Period.

     1.53     "Value" of a Payment shall mean the economic present value of a
               -----
     Payment as of the date of the change of control for purposes of Section
     280G of the Code, as determined by the Accounting Firm using the discount
     rate required by Section 280G(d)(4) of the Code.

     1.54     "Voting Securities" means any of the securities of the Debtor or
               -----------------
     the Reorganized Entity, as applicable, entitled to vote generally in the
     election of the directors of the Debtor or the Reorganized Entity, as
     applicable.

     1.55     "WKI Board" means the board of directors of the Debtor.
               ---------

                  Article II.     POSITION AND RESPONSIBILITIES

     2.1     Duties.  The Debtor shall employ, and the Debtor and World Kitchen,
             ------
     Inc. shall appoint Executive during the Employment Period as its Vice
     President, General Counsel and Secretary. At such time as it shall be
     formed, the Reorganized Entity shall employ and appoint Executive during
     the Employment Period as its Vice President, General Counsel and Secretary.
     During the Employment Period, Executive shall devote substantially all of
     his business time, attention and effort to the affairs of the Companies or
     the Reorganized Entity and shall use his reasonable best efforts to promote
     the best


                                        8
<PAGE>
     interests of the Companies or the Reorganized Entity. Executive
     shall be responsible for such functions and operations as assigned to him
     from time to time by the Chief Executive Officer of the Debtor or the
     Reorganized Entity, as applicable. Executive shall report on all functions
     and operations within the scope of his responsibilities to the Chief
     Executive Officer of the Debtor or the Reorganized Entity, as applicable.
     During the Employment Period, and excluding any periods of disability,
     vacation, or sick leave to which Executive is entitled, Executive agrees to
     devote his full attention and time to the business and affairs of the
     Companies or the Reorganized Entity.

     2.2     Other Activities.  Executive may serve on corporate, civic or
             ----------------
     charitable boards or committees, deliver lectures, fulfill speaking
     engagements or teach at educational institutions, or manage personal
     investments, provided that such activities do not individually or in the
     aggregate materially interfere with the performance of Executive's duties
     under this Agreement.

                       Article III.     EMPLOYMENT PERIOD

     3.1     Employment Period.
             -----------------

          (a)     Subject to the termination provisions hereinafter provided,
          the initial term of Executive's employment under this Agreement (the
          "Employment Period") shall commence on the Agreement Date and end on
           -----------------
          the Anniversary Date which is three (3) years after the Agreement Date
          (the "Initial Term"); provided, however, that as of the date that is
                ------------
          six (6) months before the end of the Initial Term, the Employment
          Period will automatically be extended through the Anniversary Date
          that is five years after the Agreement Date, unless one party has
          previously provided the other with a notice that such extension shall
          not take place (a "Notice of Non-Extension"). The period from the end
          of the Initial Term through such fifth Anniversary Date is referred to
          as the "Extension Period".
                  ----------------

          (b)     Notwithstanding the foregoing, (i) if either party timely
          delivers a written Notice of Non-Extension to the other in accordance
          with the provisions of Subsection (a) hereof, this Agreement and the
          Employment Period shall automatically terminate at the end of the
          Initial Term and (ii) this Agreement and the Employment Period shall
          automatically terminate at the end of the Employment Period.

                          Article IV.     COMPENSATION

     4.1     Salary.  The Debtor, and following the effective date of the
             ------
     Reorganization Plan, the Reorganized Entity, shall pay Executive in
     accordance with the normal payroll practices of the Debtor or the
     Reorganized Entity, as applicable, an annual salary at a rate of $250,000
     per year ("Base Salary"). During the Employment Period, the Base Salary
                -----------
     shall be reviewed at least annually and may be increased (but not
     decreased) from time to time as shall be determined by the WKI Board, the
     board of directors of the Reorganized Entity or the Compensation Committee.
     Any increase in Base Salary shall not limit or reduce any other obligation
     of the Debtor or the Reorganized Entity to Executive under this Agreement.
     Once Base Salary shall have been increased, it shall be treated for all


                                        9
<PAGE>
     purposes of this Agreement as Executive's Base Salary. Base Salary shall
     not be decreased at any time without the express written consent of
     Executive.

     4.2     Annual Bonus.
             ------------

          (a)     Executive shall be eligible to earn an annual cash bonus
          ("Annual Bonus") in accordance with the terms hereof for each Fiscal
            ------------
          Year which begins during the Employment Period.

          (b)     The WKI Board, the board of directors of the Reorganized
          Entity or the Compensation Committee, as applicable, (collectively,
          the "Board or Committee") shall establish performance goals, the
               ------------------
          achievement of which will determine the amount of the Executive's
          annual bonuses for the 2002 Fiscal Year and later Fiscal Years that
          end during the Employment Period. In the case of the 2002 Fiscal Year,
          performance goals shall be set by the Board or Committee, within the
          first ninety (90) calendar days after the Agreement Date. Performance
          goals for other Fiscal Years shall be established annually by the
          Board or Committee, after consultation wit the Executive, within
          ninety (90) calendar days after the first day of the applicable Fiscal
          Year. If Executive achieves the target level of such performance goals
          (the "Target Annual Goals"), as determined by the Board or Committee,
                -------------------
          his Annual Bonus for that Fiscal year shall be equal to sixty percent
          (60%) (the "Target Percentage") of Executive's Base Salary (the
                      -----------------
          "Target Annual Bonus"). If Executive achieves the maximum level of
           -------------------
          such performance goals ("Maximum Annual Goals") for any such Fiscal
                                   --------------------
          year, as determined by the Board or Committee, his Annual Bonus for
          that Fiscal Year shall be one hundred and twenty percent (120%) (the
          "Maximum Percentage") of Executive's Base Salary (the "Maximum Annual
           ------------------                                    --------------
          Bonus"). The Annual Bonus for any Fiscal Year may exceed the Maximum
          -----
          Annual Bonus at the discretion of the Board or Committee. The Target
          Percentage and the Maximum Percentage may be increased by the Board or
          Committee, from time to time, but may not be decreased below the above
          specified percentages of Executive's Base Salary without the express
          written consent of Executive. If Executive achieves a level of
          performance which falls between the Target Annual Goals and the
          Maximum Annual Goals, linear interpolation shall be applied to
          determine Executive's Annual Bonus for such year. Notwithstanding the
          foregoing, for the 2002 Fiscal Year, Executive shall be guaranteed an
          Annual Bonus of not less than $50,000, provided he remains actively
          employed by the Debtor through December 31, 2002.

          (c)     Except as described in the following sentence, the Debtor or
          the Reorganized Entity, as applicable, shall pay the entire Annual
          Bonus that is payable with respect to a Fiscal Year in a lump sum cash
          payment as soon as practicable after the Board or Committee determines
          whether and the degree to which Maximum Annual Goals or Target Annual
          Goals have been achieved following the close of such Fiscal Year. Any
          such Annual Bonus shall in any event be determined and paid within
          ninety (90) calendar days after the end of the Fiscal Year; provided,
          however, that the guaranteed $50,000 Annual Bonus for the 2002 Fiscal
          Year shall be paid on January 2, 2003.


                                        10
<PAGE>
                   Article V.     PARTICIPATION IN EQUITY PLAN

     5.1     Executive and the Debtor have agreed that as contemplated by the
Reorganization Plan, the Debtor shall cause the reorganized entity or entities
(the "Reorganized Entity"), that shall issue shares of all classes of its equity
      ------------------
(the "Stock") pursuant to the Reorganization Plan to holders of the Secured
      -----
Lender Claims, to reserve and authorize for issuance a specified number of
shares of the Stock of the Reorganized Entity on a fully diluted basis, for the
grant of stock options to employees, independent contractors and non-employee
directors of the Reorganized Entity and its Subsidiaries under an equity
incentive plan (the "Equity Plan"). Executive and the Debtor further agree that
                     -----------
Executive shall be a participant in the Equity Plan on terms and conditions
mutually agreeable to the Executive and the Compensation Committee. Executive
and the Debtor agree that the parties shall negotiate in good faith to establish
appropriate terms for the reservation and authorization for the issuance of
Stock under the Equity Plan with respect to Executive. If Executive and the
Debtor or Reorganized Entity, as applicable, do not execute a written agreement
setting forth appropriate provisions pursuant to the immediately preceding
sentence, within ninety (90) calendar days after Emergence, then Executive shall
have Good Reason to terminate his employment, without the requirement under this
Agreement to comply with the provisions of Section 7.3(b).

                    Article VI.     BENEFITS AND PERQUISITES

     6.1     Benefit Plans and Perquisites.
             -----------------------------

          (a)     Executive shall be entitled to participate in the welfare
          benefit plans and programs and perquisites of the Debtor or the
          Reorganized Entity, as applicable, on terms not less favorable than
          those in effect for other senior executives of the Debtor or the
          Reorganized Entity, as applicable, from time to time; provided, that
          Executive shall not be covered by any severance plan, program or
          policy during the Employment Period.

          (b)     Executive shall be entitled to participate in the retirement
          and savings benefit plans and programs of the Debtor or the
          Reorganized Entity, as applicable, on terms not less favorable than
          those in effect for other senior executives of the Debtor or the
          Reorganized Entity, as applicable, from time to time.

          (c)     Without limiting the generality of the foregoing, during the
          Employment Period, Executive shall receive a cash benefits allowance
          of $25,000 per year, which amount shall be paid (in arrears) no later
          than January 31 of the following year.

     6.2     Expenses.  During the Employment Period, Executive shall be
             --------
     entitled to receive prompt reimbursement for all reasonable
     employment-related expenses incurred by Executive upon the receipt by the
     Debtor or the Reorganized Entity, as applicable, of an accounting for such
     expenses in accordance with the practices, policies and procedures
     applicable to other senior executives of the Debtor or the Reorganized
     Entity, as applicable.


                                       11
<PAGE>
     6.3     Office; Support Staff.  During the Employment Period, Executive
             ---------------------
     shall be entitled to an office, and to secretarial and other assistance,
     appropriate to his position and duties under this Agreement.

     6.4     Gross-Up Payment.
             ----------------

          (a)     Anything in this Agreement to the contrary notwithstanding and
          except as set forth below, in the event it shall be determined that
          any Payment would be subject to the Excise Tax, then Executive shall
          be entitled to receive an additional payment (the "Gross-Up Payment")
                                                             ----------------
          in an amount such that, after payment by Executive of all Taxes (and
          any interest or penalties imposed with respect to such Taxes),
          including any income taxes (and any interest and penalties imposed
          with respect thereto) and Excise Tax imposed upon the Gross-Up
          Payment, Executive retains an amount of the Gross-Up Payment equal to
          the Excise Tax imposed upon the Payments. Notwithstanding the
          foregoing provisions of this Section 6.4(a), if it shall be determined
          that Executive is entitled to the Gross-Up Payment, but that the
          Parachute Value of all Payments does not exceed one hundred and ten
          percent (110%) of the Safe Harbor Amount, then except as provided
          below, no Gross-Up Payment shall be made to Executive and the amounts
          payable under this Agreement, other than amounts or benefits provided
          under Article V of this Agreement or pursuant to any other option or
          equity grants to Executive (the "Subject Payments"), shall be reduced
                                           ----------------
          (but not below zero) so that the Parachute Value of all Payments, in
          the aggregate, equals the Safe Harbor Amount. The reduction of the
          amounts payable hereunder, if applicable, shall be made by first
          reducing the payments under Section 7.3(a)(ii), unless an alternative
          method of reduction is elected by Executive, and in any event shall be
          made in such a manner as to maximize the Value of all Payments
          actually made to Executive. For purposes of reducing the Payments to
          the Safe Harbor Amount, only the Subject Payments shall be reduced. If
          the reduction of the Subject Payments would not result in a reduction
          of the Parachute Value of all Payments to the Safe Harbor Amount, no
          amounts payable under the Agreement shall be reduced pursuant to this
          Section 6.4(a), and the Gross-Up Payment shall be made to Executive.
          The Debtor's or the Reorganized Entity's obligation to make Gross-Up
          Payments under this Section 6.4 shall not be conditioned upon
          Executive's Termination of Employment.

          (b)     Subject to the provisions of Section 6.4(c), all
          determinations required to be made under this Section 6.4, including
          whether and when a Gross-Up Payment is required, the amount of such
          Gross-Up Payment and the assumptions to be utilized in arriving at
          such determination, shall be made by Ernst & Young, LLP, or such other
          nationally recognized certified public accounting firm as may be
          designated by Executive (the "Accounting Firm"). The Accounting Firm
                                        ---------------
          shall provide detailed supporting calculations both to the Debtor or
          the Reorganized Entity and Executive within fifteen (15) business days
          of the receipt of notice from Executive that there has been a Payment
          or such earlier time as is requested by the Debtor or the Reorganized
          Entity. In the event that the Accounting Firm is serving as accountant
          or auditor for the individual, entity or group effecting the Change of
          Control, Executive may appoint another nationally recognized


                                       12
<PAGE>
          accounting firm to make the determinations required hereunder (which
          accounting firm shall then be referred to as the Accounting Firm
          hereunder). All fees and expenses of the Accounting Firm shall be
          borne solely by the Debtor or the Reorganized Entity. Any Gross-Up
          Payment, as determined pursuant to this Section 6.4, shall be paid by
          the Debtor or the Reorganized Entity to Executive within five (5)
          business days of the receipt of the Accounting Firm's determination.
          Any determination by the Accounting Firm shall be binding upon the
          Debtor or the Reorganized Entity and Executive. As a result of the
          uncertainty in the application of Section 4999 of the Code at the time
          of the initial determination by the Accounting Firm hereunder, it is
          possible that Gross-Up Payments that will not have been made by the
          Debtor or the Reorganized Entity should have been made (the
          "Underpayment"), consistent with the calculations required to be made
           ------------
          hereunder. In the event the Debtor or the Reorganized Entity exhausts
          its or their remedies pursuant to Section 6.4(c) and Executive
          thereafter is required to make a payment of any Excise Tax, the
          Accounting Firm shall determine the amount of the Underpayment that
          has occurred and any such Underpayment shall be promptly paid by the
          Debtor or the Reorganized Entity to or for the benefit of Executive.

          (c)     The Executive shall notify the Debtor or the Reorganized
          Entity in writing of any claim by the Internal Revenue Service that,
          if successful, would require the payment by the Debtor or the
          Reorganized Entity of the Gross-Up Payment. Such notification shall be
          given as soon as practicable, but no later than ten (10) business days
          after Executive is informed in writing of such claim. The Executive
          shall apprise the Debtor or the Reorganized Entity of the nature of
          such claim and the date on which such claim is requested to be paid.
          The Executive shall not pay such claim prior to the expiration of the
          thirty (30) calendar day period following the date on which Executive
          gives such notice to the Debtor or the Reorganized Entity (or such
          shorter period ending on the date that any payment of Taxes with
          respect to such claim is due). If the Debtor or the Reorganized Entity
          notifies Executive in writing prior to the expiration of such period
          that the Debtor or the Reorganized Entity desires to contest such
          claim, Executive shall:

               (i)     give the Debtor or the Reorganized Entity any information
          reasonably requested by the Debtor or the Reorganized Entity relating
          to such claim,

               (ii)     take such action in connection with contesting such
          claim as the Debtor or the Reorganized Entity shall reasonably request
          in writing from time to time, including accepting legal representation
          with respect to such claim by an attorney reasonably selected by the
          Debtor or the Reorganized Entity,

               (iii)     cooperate with the Debtor or the Reorganized Entity in
          good faith in order effectively to contest such claim, and

               (iv)     permit the Debtor or the Reorganized Entity to
          participate in any proceedings relating to such claim;


                                       13
<PAGE>
          provided, however, that the Debtor or the Reorganized Entity shall
          bear and pay directly all costs and expenses (including additional
          interest and penalties) incurred in connection with such contest, and
          shall indemnify and hold Executive harmless, on an after-tax basis,
          for any Excise Tax or income tax (including interest and penalties)
          imposed as a result of such representation and payment of costs and
          expenses. Without limitation on the foregoing provisions of this
          Section 6.4(c), the Debtor or the Reorganized Entity shall control all
          proceedings taken in connection with such contest, and, at its or
          their sole discretion, may pursue or forgo any and all administrative
          appeals, proceedings, hearings and conferences with the applicable
          taxing authority in respect of such claim and may, at its or their
          sole discretion, either direct Executive to pay the tax claimed and
          sue for a refund or contest the claim in any permissible manner, and
          Executive agrees to prosecute such contest to a determination before
          any administrative tribunal, in a court of initial jurisdiction and in
          one or more appellate courts, as the Debtor or the Reorganized Entity
          shall determine; provided, however, that, if the Debtor or the
          Reorganized Entity direct or directs Executive to pay such claim and
          sue for a refund, the Debtor or the Reorganized Entity shall advance
          the amount of such payment to Executive, on an interest-free basis,
          and shall indemnify and hold Executive harmless, on an after-tax
          basis, from any Excise Tax or income tax (including interest or
          penalties) imposed with respect to such advance or with respect to any
          imputed income in connection with such advance; and provided, further,
          that any extension of the statute of limitations relating to payment
          of Taxes for the taxable year of Executive with respect to which such
          contested amount is claimed to be due is limited solely to such
          contested amount. Furthermore, the Debtor's or the Reorganized
          Entity's control of the contest shall be limited to issues with
          respect to which the Gross-Up Payment would be payable hereunder, and
          Executive shall be entitled to settle or contest, as the case may be,
          any other issue raised by the Internal Revenue Service or any other
          taxing authority.

          (d)     If, after the receipt by Executive of a Gross-Up Payment or an
          amount advanced by the Debtor or the Reorganized Entity pursuant to
          Section 6.4(c), Executive becomes entitled to receive any refund with
          respect to the Excise Tax to which such Gross-Up Payment relates or
          with respect to such claim, Executive shall (subject to the Debtor's
          or the Reorganized Entity's complying with the requirements of Section
          6.4(c), if applicable) promptly pay to the Debtor or the Reorganized
          Entity the amount of such refund (together with any interest paid or
          credited thereon after Taxes applicable thereto). If, after the
          receipt by Executive of an amount advanced by the Debtor or the
          Reorganized Entity pursuant to Section 6.4(c), a determination is made
          that Executive shall not be entitled to any refund with respect to
          such claim and the Debtor or the Reorganized Entity do or does not
          notify Executive in writing of its or their intent to contest such
          denial of refund prior to the expiration of thirty (30) calendar days
          after such determination, then such advance shall be forgiven and
          shall not be required to be repaid and the amount of such advance
          shall be offset, to the extent thereof, against the amount of Gross-Up
          Payment required to be paid.


                                       14
<PAGE>
          (e)     Notwithstanding any other provision of this Section 6.4, the
          Debtor or the Reorganized Entity may, in its or their sole discretion,
          withhold and pay over to the Internal Revenue Service or any other
          applicable taxing authority, for the benefit of Executive, all or any
          portion of any Gross-Up Payment, and Executive hereby consents to such
          withholding.

                      Article VII.     TERMINATION BENEFITS

     7.1     Termination for Cause, Other Than for Good Reason, Death or
             -----------------------------------------------------------
     Disability, or At or After End of Employment Term. If (i) the Debtor or the
     -------------------------------------------------
     Reorganized Entity terminate Executive's employment for Cause, (ii)
     Executive terminates his employment other than for Good Reason, death or
     Disability, or (iii) the Executive's employment is terminated at or after
     the end of the Employment Period for any reason (whether by Executive,
     Debtor or the Reorganized Entity), including, without limitation, by virtue
     of the Company providing a Notice of Non-Extension to the Executive, the
     Debtor or the Reorganized Entity, as applicable, shall pay to Executive as
     soon as reasonably possible but in no event later than thirty (30) calendar
     days after the Date of Termination an amount equal to the sum of
     Executive's Accrued Base Salary and Accrued Annual Bonus. The respective
     provisions of any benefit plans or perquisite programs in which Executive
     participates shall govern whether Executive shall be entitled to any
     benefits under such plans or programs. Notwithstanding the foregoing, in
     the event that the Executive's employment is terminated after the end of
     the Employment Period under circumstances which would entitle him to
     receive severance benefits under a severance plan or policy of the Debtor
     or the Reorganized Entity in effect as such time, the amount of the
     Executive's severance pay shall in no event be less than one (1) year's
     Base Salary (as in effect at termination), payable in accordance with the
     terms of, and subject to the conditions of, such plan or policy.

     7.2     Termination for Death or Disability.  If, before the end of the
             -----------------------------------
     Employment Period, Executive's employment terminates due to his death or
     Disability, the Debtor or the Reorganized Entity, as applicable, shall pay
     to Executive or his Beneficiaries, as the case may be, as soon as
     reasonably possible but in no event later than thirty (30) calendar days
     after the Date of Termination, an amount which is equal to the sum of
     Executive's Accrued Base Salary and Accrued Annual Bonus. Further, if the
     Date of Termination occurs during the period commencing from July 1 through
     December 31 of any Fiscal Year, Executive or his Beneficiaries, as the case
     may be, shall be paid a Prorata Annual Bonus as soon as reasonably possible
     but in no event later than thirty (30) calendar days after the Date of
     Termination. The respective provisions of any benefit plans or perquisite
     programs in which Executive participates shall govern whether Executive or
     his Beneficiaries, as applicable, shall be entitled to any benefits under
     such plans or programs.

     7.3     Termination Without Cause or for Good Reason.
             --------------------------------------------

          (a)     In the event of a Termination Without Cause or a Termination
          for Good Reason, Executive shall receive the following:

               (i)     as soon as reasonably possible but in no event later than
          thirty (30) calendar days after the Date of Termination, a lump sum
          amount in immediately


                                       15
<PAGE>
          available funds equal to the sum of Executive's Accrued Base Salary
          and Accrued Annual Bonus;

               (ii)     as soon as reasonably possible but in no event later
          than thirty (30) calendar days after the Date of Termination, a lump
          sum amount in immediately available funds equal to 120% of Executive's
          Base Salary;

               (iii)     if the Date of Termination occurs during the period
          commencing from July 1 through December 31 of any Fiscal Year, as soon
          as reasonably possible but in no event later than thirty (30) calendar
          days after the Date of Termination, a lump sum amount in immediately
          available funds equal to the Prorata Annual Bonus;

               (iv)     as soon as reasonably possible but in no event later
          than thirty (30) calendar days after the Date of Termination, a lump
          sum amount in immediately available funds equal to the total amount
          (if any) of Executive's unvested benefits under any plan or program
          sponsored by the Debtor or the Reorganized Entity, as applicable,
          providing deferred compensation or retirement benefits, that are
          forfeited on account of the Termination of Employment, and that would
          have vested, had Executive's employment continued through the end of
          the Severance Period;

               (v)     the medical and dental benefits referred to in Section
          6.1(a) to which Executive is entitled as of the Date of Termination
          through the Severance Period; and

               (vi)     as soon as reasonably possible but in no event later
          than thirty (30) calendar days after the Date of Termination, but
          without duplication of the foregoing, a lump sum cash payment equal to
          the present value (determined using the Interest Rate) of the amounts
          payable under Section 6.1(c) for the period from the Date of
          Termination through the Severance Period.

          (b)     Executive's Termination of Employment shall not be considered
          to be for Good Reason unless:

               (i)     not more than ninety (90) calendar days after the
          occurrence (or if later, not more than ninety (90) calendar days after
          the Executive becomes aware) of the event or events alleged to
          constitute Good Reason, Executive provides the Debtor or the
          Reorganized Entity, as applicable, with written notice (the "Notice of
                                                                       ---------
          Good Reason") of his intent to consider the Termination for Good
          -----------
          Reason, including a detailed description of the specific reasons which
          form the basis for such consideration, and demanding that such event
          or events be cured not later than ten (10) business days after Debtor
          or the Reorganized Entity, as applicable, receives the Notice of Good
          Reason (the "Cure Period");
                       -----------

               (ii)     the Debtor or the Reorganized Entity, as applicable,
          shall have failed to cure such event or events during the Cure Period;
          and


                                       16
<PAGE>
               (iii)     not more than ninety (90) calendar days following the
          expiration of the Cure Period, Executive shall have given the Debtor
          or the Reorganized Entity, as applicable, a second notice (a "Notice
                                                                        ------
          of Termination for Good Reason") stating that such cure has not
          ------------------------------
          occurred and that as a result, Executive is terminating his employment
          for Good Reason on the date (after the end of the Cure Period)
          specified in the Notice of Termination for Good Reason. A Notice of
          Termination for Good Reason shall not be based upon any reason or
          reasons other than one or more reasons set forth in the Notice of Good
          Reason.

                         Article VIII.     MISCELLANEOUS

     8.1     Public Announcement.  The Debtor or the Reorganized Entity, as
             -------------------
     applicable, shall give Executive a reasonable opportunity to review and
     comment on any public announcement relating to this Agreement or
     Executive's employment by the Debtor or the Reorganized Entity, as
     applicable.

     8.2     Approvals.  The Debtor represents and warrants to Executive that it
             ---------
     has taken all corporate action necessary to authorize this Agreement.

     8.3     Full Settlement.  The Debtor's or the Reorganized Entity's
             ---------------
     obligations to make the payments provided for in this Agreement and
     otherwise to perform their obligations hereunder shall not be affected by
     any circumstances, including set-off, counterclaim, recoupment, defense or
     other claim, right or action which the Debtor or the Reorganized Entity, as
     applicable, may have against Executive or others. Any claim which the
     Debtor or the Reorganized Entity, as applicable, may have against
     Executive, whether for a breach of this Agreement or otherwise, shall be
     brought in a separate action or proceeding and not as part of any action or
     proceeding brought by Executive to enforce any rights against the Debtor or
     the Reorganized Entity, as applicable, under this Agreement.

     8.4     No Mitigation.  In no event shall Executive be obligated to seek
             -------------
     other employment or to take any other action to mitigate the amounts
     payable to Executive under any of the provisions of this Agreement, nor
     shall the amount of any payment hereunder be reduced by any compensation
     earned as a result of Executive's employment by another employer, except
     that any continued welfare benefits provided for by Section 7.3(a)(v) shall
     not duplicate any benefits that are provided to Executive and his family by
     such other employer and shall be secondary to any coverage provided by such
     other employer.

     8.5     Joint and Several Liability.  World Kitchen, Inc. agrees to
             ---------------------------
     guarantee the payment of any liabilities under this Agreement. In addition,
     to the extent that the Reorganized Entity is comprised of more than one
     entity, the obligations of the Reorganized Entity to Executive under this
     Agreement shall be joint and several.

     8.6     Liability Insurance and Indemnification.  The Companies or the
             ---------------------------------------
     Reorganized Entity, as applicable, shall maintain directors' and officers'
     liability insurance for Executive while employed, and for a six (6) year
     period following Termination of Employment at a level equivalent to the
     most favorable and protective coverage for any active officer or director
     of the Companies or the Reorganized Entity, as applicable. The


                                       17
<PAGE>
Companies or the Reorganized Entity, as applicable, agree to indemnify Executive
for any job-related liability to the fullest extent permitted under applicable
law, its by-laws, and other applicable indemnification agreements of the
Companies or the Reorganized Entity, as applicable.

     8.7     Non-Solicitation.  In consideration of the benefits provided under
             ----------------
     this Agreement, Executive hereby agrees to be bound by the provisions
     of this Section. During the Employment Period and for a period of one (1)
     year after termination of employment for any reason, Executive shall not in
     any manner, directly or indirectly, induce or attempt to induce any
     employee of the Companies or any Subsidiary or affiliate to quit or abandon
     his or her employment, or any customer, independent contractor, consultant,
     supplier or vendor of the Company Business to quit or abandon its
     relationship for any purpose whatsoever. For purposes of this Section,
     "Company Business" means the development, manufacture or purchase from
     third parties and marketing of consumer bakeware, dinnerware, kitchen and
     household tools, rangetop cookware and cutlery products.

     8.8     Enforcement.
             -----------

          (a)     If Executive incurs legal, accounting, expert witness or other
          fees and expenses in an effort to establish, in connection with any
          dispute with the Debtor or the Reorganized Entity, as applicable,
          Executive's entitlement to compensation and benefits under this
          Agreement, the Debtor or the Reorganized Entity, as applicable, shall,
          to the extent Executive is successful in such dispute, reimburse
          Executive for such fees and expenses, to the extent the incurrence and
          amount thereof are reasonable, and shall pay Executive a Tax Gross-Up
          Payment in respect of the Taxes incurred by Executive with respect to
          such reimbursement of fees and expenses. The Debtor or the Reorganized
          Entity, as applicable, shall reimburse Executive for such fees and
          expenses on a monthly basis upon Executive's request for reimbursement
          accompanied by evidence that the fees and expenses were incurred.

          (b)     If the Debtor or the Reorganized Entity, as applicable, fail
          to pay any amount provided under this Agreement when due, the Debtor
          or the Reorganized Entity, as applicable, shall pay interest on such
          amount at a rate equal to the Interest Rate.

     8.9     Beneficiary.  If Executive dies prior to receiving all of the
             -----------
     amounts payable to him in accordance with the terms and conditions of this
     Agreement, such amounts shall be paid to the beneficiary ("Beneficiary")
                                                                -----------
     designated by Executive in writing to the Debtor or the Reorganized Entity,
     as applicable, during his lifetime, or if no such Beneficiary is
     designated, to Executive's estate. Such payments shall be made in a lump
     sum to the extent so payable and, to the extent not payable in a lump sum,
     in accordance with the terms of this Agreement. Executive, without the
     consent of any prior Beneficiary, may change his designation of Beneficiary
     or Beneficiaries at any time or from time to time by submitting to the
     Debtor or the Reorganized Entity, as applicable, a new designation in
     writing.

     8.10     Assignment; Successors.  The Debtor or the Reorganized Entity, as
              ----------------------
     applicable, may not assign its or their rights and obligations under this
     Agreement without the prior


                                       18
<PAGE>
     written consent of Executive except to a successor to its or their
     business. This Agreement shall be binding upon and inure to the benefit of
     Executive, his estate and Beneficiaries, the Debtor or the Reorganized
     Entity, as applicable, and the successors and permitted assigns of the
     Debtor or the Reorganized Entity, as applicable.

     8.11     Nonalienation.  Except as otherwise expressly provided herein,
              -------------
     benefits payable under this Agreement shall not be subject in any manner to
     anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
     charge, garnishment, execution or levy of any kind, either voluntary or
     involuntary, prior to actually being received by Executive, and any such
     attempt to dispose of any right to benefits payable hereunder shall be
     void.

     8.12     Severability.  If all or any part of this Agreement is declared by
              ------------
     any court or governmental authority to be unlawful or invalid, such
     unlawfulness or invalidity shall not serve to invalidate any portion of
     this Agreement not declared to be unlawful or invalid. Any provision so
     declared to be unlawful or invalid shall, if possible, be construed in a
     manner which will give effect to the terms of such provision to the fullest
     extent possible while remaining lawful and valid.

     8.13     Amendment; Waiver.  This Agreement shall not be amended or
              -----------------
     modified except by written instrument executed by the Debtor or the
     Reorganized Entity, as applicable, and Executive. A waiver of any term,
     covenant or condition contained in this Agreement shall not be deemed a
     waiver of any other term, covenant or condition, and any waiver of any
     default in any such term, covenant or condition shall not be deemed a
     waiver of any later default thereof or of any other term, covenant or
     condition.

     8.14     Notices.  All notices hereunder shall be in writing and delivered
              -------
     by hand, by nationally-recognized delivery service that guarantees
     overnight delivery, or by first-class, registered or certified mail, return
     receipt requested, postage prepaid, addressed as follows:

          If to the Debtor or to the Reorganized Entity, to:

               11911 Freedom Drive
               One Fountain Square
               Reston, Virginia  20190
               Attention:  Chief Executive Officer

          If to Executive, to:

               Raymond J. Kulla
               3340 Resevoir Road
               Washington, D.C.  20007


     The parties may from time to time designate a new address by notice given
     in accordance with this Section 8.14. Notice shall be considered to have
     been given when actually received by the addressee.


                                       19
<PAGE>
     8.15     Counterparts.  This Agreement may be executed in several
              ------------
     counterparts, each of which shall be deemed to be an original but all of
     which together shall constitute one and the same instrument.

     8.16     Entire Agreement.  This Agreement forms the entire agreement
              ----------------
     between the parties hereto with respect to the subject matter contained in
     the Agreement and shall supersede all prior agreements, promises and
     representations regarding employment, compensation, severance or other
     payments contingent upon Termination of Employment, whether in writing or
     otherwise.

     8.17     Applicable Law.  This Agreement shall be interpreted and construed
              --------------
     in accordance with the laws of the State of Delaware, without regard to its
     choice of law principles.

     8.18     Survival of Executive's Rights.  All of Executive's rights
              ------------------------------
     hereunder, including his rights to compensation and benefits, shall survive
     the termination of Executive's employment, the termination of this
     Agreement, or both.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective  as  of  the  Agreement  Date.

                                        WKI HOLDING COMPANY, INC.

                                        By: /s/ C. Robert Kidder
                                        Its:  Chairman
                                        Date:  January 27, 2003


                                        WORLD  KITCHEN,  INC.

                                        By:  /s/  C.  Robert  Kidder
                                        Its:  Chairman
                                        Date:  January 27, 2003


                                        EXECUTIVE:

                                        /s/ Raymond Kulla
                                        Raymond J. Kulla


                                        Date:  January 28, 2003


                                       20
<PAGE>

</TEXT>
</DOCUMENT>
