ROYAL APPLIANCE MANUFACTURING CO
EXHIBIT 10(H)
<DOCUMENT>
<TYPE>EX-10.H
<SEQUENCE>4
<FILENAME>l86978aex10-h.txt
<DESCRIPTION>EXHIBIT 10(H)
<TEXT>

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                                                                   Exhibit 10(h)

                              Amended and Restated
                       Severance and Employment Agreement



 1.  Recitals

         (a) This Amended and Restated Severance and Employment Agreement
("Agreement") is between Royal Appliance Mfg. Co. (the "Company")and       (the
"Executive") and is effective as of        . This Agreement supersedes all prior
Severance and Employment Agreements between the Company and Executive.

         (b) The address of the Company is 7005 Cochran Road, Glenwillow, Ohio
44139. The address of the Executive is         .

         (c) The Executive is currently employed by the Company in the capacity
of           , and the Executive is one of the key executives of the Company.

         (d) In consideration of the mutual promises contained herein and other
good and valuable consideration, the Executive and the Company have entered into
this Agreement.

 2.  Term of Agreement

         The Term of this Agreement shall commence on the date hereof and
continue until            provided, however, that commencing on January 1,
and each January 1st thereafter, the above-referenced date and the term of this
Agreement shall automatically be extended for one additional year unless at
least thirty days prior to such January 1st date, the Company or the Executive
shall have given notice that it or he or she does not wish to extend this
Agreement. The phrase "Term of Agreement" shall refer to the period commencing
on the date hereof and ending on       (or any extension thereof pursuant to the
preceding sentence).

 3.  Change in Control

         No benefit shall be payable hereunder (and Sections 4 through 11, 18,
and 20 shall not be applicable) unless a change in control of the Company shall
have occurred within the Term of Agreement and the Executive's employment by the
Company shall have been terminated within three years thereafter, whether or not
within the Term of Agreement. For purposes of this Agreement, a "change in
control of the Company" shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or any similar item or successor schedule, form, or report) promulgated
under the Securities Exchange Act of 1934 as amended ("Exchange Act"); provided
that, without limitation, such a change in control shall be deemed to have
occurred if and at such times as (i) any "person" (as such term is used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the beneficial
owner, directly or indirectly, of securities of the Company presenting 30% or
more of the

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combined voting power of the Company's then outstanding securities, or (ii)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board cease for any reason to constitute at least a
majority (i.e., more than one-half) thereof unless the election, or the
nomination for election by the Company's shareholders, of each new director
during such two-year period was approved by an affirmative vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of said two-year period.

 4.  Notice of Termination; Date of Termination

         (a) Any termination of the Executive's employment by the Company or the
Executive shall be communicated by written Notice of Termination to the other
party thereto. For purposes of this Agreement, a "Notice of Termination" shall
mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of employment under the
provision so indicated.

         (b)  "Date of Termination" shall mean:

                  (i)      If the Agreement is terminated for Disability, thirty
                           days after Notice of Termination is given (provided
                           that the Executive shall not have returned to the
                           performance of his or her duties on a full-time basis
                           during such thirty-day period),

                  (ii)     If the Executive's employment is terminated pursuant
                           to Section 10, the date specified in the Notice of
                           Termination, and

                  (iii)    If the Executive's employment is terminated for any
                           other reason, the date on which a Notice of
                           Termination is given; provided that if within thirty
                           days after any Notice of Termination is given the
                           party receiving such Notice of Termination notifies
                           the other party that a dispute exists concerning the
                           termination, the Date of Termination shall be the
                           date on which the dispute is finally determined,
                           either by mutual written agreement of the parties, by
                           a binding and final arbitration award or by a final
                           judgment, order or decree of a court of competent
                           jurisdiction (the time for appeal therefrom having
                           expired and no appeal having been perfected).

 5.  Compensation After Change in Control

         Immediately after any change in control of the Company, the Executive
shall be entitled to receive for the remainder of the Term of Agreement (as
extended) an annual base salary (the "Base Salary"), payable in equal
semi-monthly, bi-weekly, or weekly installments, at an annual rate at least
equal to the aggregate annual base salary payable to the Executive as of the
date hereof. The Base Salary may be increased (but may not be decreased) at any
time and from time to time by action of the Board of Directors of the Company,
any committee thereof, or any

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individual having authority to take such action, in accordance with the
Company's regular practices. Any increase in the Base Salary shall not serve to
limit or reduce any other obligation of the Company hereunder.

 6.  Benefit Plans

         Immediately after a change in control of the Company,

         (a) The Company agrees to continue in effect any perquisite, benefit or
compensation plan (including its annual bonus plan, long-term incentive plan,
section 401(k) plan, dental plan, life insurance plan, health and accident plan,
disability plan, 401(k) Plus Plan, or deferred compensation plan) in which the
Executive is currently participating (collectively referred to as the "Benefit
Plans"); or to maintain plans providing substantially similar benefits, unless
the continuation of any such plan (or similar plan) would not, in the good faith
discretion of the Company, be an economically reasonable decision, taking into
account all facts and circumstances;

         (b) Other than as provided in paragraph (a), the Company agrees not to
take any action that would adversely affect the Executive's participation in, or
materially reduce the benefits under, any of the Benefit Plans or deprive the
Executive of any material fringe benefit currently enjoyed; and

         (c) The Company agrees to provide the Executive with the number of paid
vacation days to which he or she is entitled on the basis of years of service
with the Company in accordance with the Company's normal vacation policy in
effect on the date hereof.

 7.  Termination for Cause

         (a) Following a change in control, the Company may terminate the
Executive's employment for Cause. For the purposes of this Agreement, the
Company shall have "Cause" to terminate employment hereunder only (i) if
termination shall have been the result of an act or acts of dishonesty by the
Executive constituting a felony and resulting or intended to result directly or
indirectly in substantial gain or personal enrichment at the expense of the
Company; or (ii) upon the willful and continued failure by the Executive
substantially to perform his or her duties with the Company (other than any such
failure resulting from incapacity due to mental or physical illness) after a
demand in writing for substantial performance is delivered by the Board, which
demand specifically identifies the manner in which the Board believes that the
Executive has not substantially performed his or her duties, and such failure
results in demonstrably material injury to the Company. The Executive's
employment shall in no event be considered to have been terminated by the
Company for Cause if such termination took place as the result of (i) bad
judgment or negligence, or (ii) any act or omission without intent of gaining
therefrom directly or indirectly a profit to which the Executive was not legally
entitled, or (iii) any act or omission believed in good faith to have been in or
not opposed to the interest of the Company, or (iv) any act or omission in
respect of which a determination be made that the Executive met the applicable
standard of conduct prescribed for indemnification or reimbursement or payment
of

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expenses under the Regulations of the Company or the laws of the State of
Ohio, in each case as in effect at the time of such act or omission. The
Executive shall not be deemed to have been terminated for Cause unless and until
there shall have been delivered to him or her a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for the
purpose (after reasonable notice to the Executive and an opportunity for him or
her, together with his or her counsel, to be heard before the Board), finding
that in the good faith opinion of the Board the Executive was guilty of conduct
set forth above in clauses (i) or (ii) of the second sentence of this paragraph
and specifying the particulars thereof in detail.

         (b) If the Executive's employment shall be terminated for Cause, the
Company shall pay the Executive his or her full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination is given and
the Company shall have no further obligations to the Executive under this
Agreement.

 8.  Termination for Death or Disability

         (a) The Company may terminate this Agreement on account of the
Executive's death, or for "Disability" if the Executive is "Disabled." For
purposes of this Agreement, the Executive shall be considered Disabled only if,
as a result of his or her incapacity due to physical or mental illness, he or
she shall have been absent from his or her duties with the Company on a
full-time basis for a period of one year and a physician selected by him or her
is of the opinion that (i) he is suffering from "Total Disability" as defined in
the Company's Pension Plan, or any successor plan or program and (ii) he or she
will qualify for Social Security Disability Payment and (iii) within thirty days
after written notice of termination is given, he or she shall not have returned
to the full-time performance of his or her duties.

         (b) If the Company terminates this Agreement on account of the
Executive's death or because the Executive is Disabled, the Company shall pay to
the Executive (or his or her successors) the amounts, and provide to the
Executive the benefits, specified in Sections 5 and 6 of this Agreement for the
remainder of the Term of Agreement.

 9.  Termination Following Retirement

         (a) This Agreement will terminate upon the Executive's Retirement. For
purposes of this Agreement, "Retirement" shall mean termination of the
Executive's employment with his or her consent in accordance with the Company's
retirement policy (including early retirement) generally applicable to its
salaried employees or in accordance with any retirement arrangement established
with the Executive's consent with respect to him or her.

         (b) In the event this Agreement terminates upon the Executive's
Retirement, the Company shall have no further obligation to the Executive under
this Agreement.

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10.  Termination of Employment by the Executive for Good Reason

         (a) The Executive may terminate his or her employment for Good Reason.
For purposes of this Agreement, Good Reason will exist if any one or more of the
following occur:

                  (i)      Failure by the Company to honor any of its
                           obligations under Sections 5, 6, or 12; or

                  (ii)     Any purported termination by the Company of the
                           Executive's employment that is not effected pursuant
                           to a Notice of Termination satisfying the
                           requirements of Section 4 above and, for purposes of
                           this Agreement, no such purported termination shall
                           be effective; or

                  (iii)    Failure to elect or reelect or otherwise to maintain
                           the Executive to the office or the position (or a
                           substantially equivalent office or position) in the
                           Company that the Executive held immediately prior to
                           a change in control, or the removal of the Executive
                           as a Director of the Company (or any successor
                           thereto) if the Executive shall have been a Director
                           of the Company immediately prior to the change in
                           control; or

                  (iv)     An adverse change in the nature or scope of the
                           authorities, powers, functions, responsibilities or
                           duties attached to the position with the Company
                           which the Executive held immediately prior to the
                           change in control, (including but not limited to
                           assignment by the Company to the Executive of duties
                           inconsistent with his or her current positions,
                           duties, responsibilities, and status with the Company
                           or a change of his or her reporting responsibilities,
                           titles, or offices currently in effect) without the
                           prior written consent of the Executive, which is not
                           remedied within 10 calendar days after receipt by the
                           Company of written notice from the Executive of such
                           change; or

                  (v)      A determination by the Executive made in good faith
                           that as a result of a change in control and a change
                           in circumstances thereafter significantly affecting
                           his or her position, including without limitation a
                           change in the scope of the business or other
                           activities for which he or she was responsible
                           immediately prior to a change in control, he or she
                           has been rendered substantially unable to carry out,
                           has been substantially hindered in the performance
                           of, or has suffered a substantial reduction in, any
                           of the authorities, powers, functions,
                           responsibilities or duties attached to the position
                           held by the Executive immediately prior to the change
                           in control, which situation is not remedied within 10
                           calendar days after written notice to the Company
                           from the Executive of such determination; or

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                  (vi)     The Company shall relocate its principal executive
                           offices, or require the Executive to have his or her
                           principal location of work changed, to any location
                           which is in excess of 50 miles from the location
                           thereof immediately prior to the change of control or
                           to travel away from his or her office in the course
                           of discharging his or her responsibilities or duties
                           hereunder significantly more (in terms of either
                           consecutive days or aggregate days in any calendar
                           year) than was required of him or her prior to the
                           change of control without, in either case, his or her
                           prior written consent.

11.  Compensation Upon Certain Terminations

         (a) If the Company shall terminate the Executive's employment other
than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate
his or her employment for Good Reason pursuant to Section 10 hereof, then the
Company shall pay to the Executive in a lump sum on the fifth business day
following the Date of Termination, the following amounts:

                  (i)      The Executive's Base Salary through the Date of
                           Termination at the rate in effect at the time Notice
                           of Termination is given;

                  (ii)     In lieu of any further salary payments for periods
                           subsequent to the Date of Termination, an amount
                           equal to three times the Executive's current Base
                           Salary (which for these purposes shall include the
                           average contributions made by the Company to the
                           Executive's 401(k) Plan and 401(k) Plus Plan for the
                           preceding five years); and

                  (iii)    All legal fees and expenses incurred as a result of
                           such termination (including all such fees and
                           expenses, if any, incurred in contesting or disputing
                           any such termination, in seeking to obtain or enforce
                           any right or benefit provided by this Agreement, or
                           in interpreting this Agreement).

         (b) If the Company shall terminate the Executive's employment other
than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate
his or her employment for Good Reason pursuant to Section 10 hereof, all
unvested stock options, stock appreciation rights, and restricted stock awards
shall immediately vest in full and, in the case of options or stock appreciation
rights, be exercisable for a period of three years following such termination,
provided that in no event shall the option or stock appreciation right be
exercisable after the latest date on which such option or right would have
expired pursuant to its original terms.

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         12.  Successors, Binding Agreement

         The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
satisfactory to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as
would apply if the Executive terminated his or her employment for Good Reason,
except that for purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, "Company" shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid that executes and
delivers the agreement provided for in this section or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive should
die while any amount would still be payable hereunder had the Executive
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to his or her devisee,
legatee, or other designee or, if there be no such designee, to his or her
estate.

13.  Notice

         Notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth on the first page of
this Agreement, provided that all notices to the Company shall be directed to
the attention of the Secretary of the Company, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

14.  Miscellaneous

         No provisions of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is agreed to in writing signed by
The Executive and such officer as may be specifically designated by the Board of
Directors of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreement or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Ohio.

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15.  Validity

         The invalidity or unenforceability of any one or more provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

16.  Counterparts

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

17.  Arbitration

         Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Cleveland, Ohio in
accordance with the rules of the American Arbitration Association then in
effect; provided that all arbitration expenses shall be borne by the Company.
Notwithstanding the pendency of any dispute or controversy concerning
termination or the effects thereof, the Company will continue to pay the
Executive his or her full compensation in effect immediately before any Notice
of Termination giving rise to the dispute was given and continue him or her as a
participant in all compensation, benefit and insurance plans in which he or she
was then participating, until the dispute is finally resolved. Amounts paid
under this paragraph are in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other amounts due under
this Agreement. Judgment may be entered on the arbitrators' award in any court
having jurisdiction; provided, however, that the Executive shall be entitled to
seek specific performance of his or her right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement.

18.  Additional Payment

         Anything in this Agreement to the contrary notwithstanding, in the
event that any payment or distribution to or for the Executive's benefit,
whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise pursuant to or by reason of any other agreement,
policy, plan, program, or arrangement (including without limitation any stock
option agreement), or similar right (a "Payment"), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code (the "Code"), or
any interest or penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment or payments (a "Gross-Up Payment") in an amount
such that, after payment by the Executive of all federal, state, local, or
foreign taxes (including any interest or penalties imposed with respect to such
taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.

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19.  Withholding of Taxes

         The Company may withhold from any amounts payable under this Agreement
all federal, state, city or other taxes as shall be required pursuant to any law
or government regulation or ruling.

20.  Legal Fees and Expenses

         It is the intent of the Company that the Executive not be required to
incur the legal expenses associated with (i) the interpretation of any provision
in, or obtaining of any right or benefit under, this Agreement or (ii) the
enforcement of his or her rights under this Agreement by litigation or other
legal action, because the cost and expense thereof would substantially detract
from the benefits intended to be extended to the Executive hereunder.
Accordingly, the Company irrevocably authorizes the Executive from time to time
to retain counsel of his or her choice, at the expense of the Company as
hereafter provided, to represent the Executive in connection with the
interpretation or enforcement of this Agreement, including the initiation or
defense of any litigation or other legal action, whether by or against the
Company or any Director, officer, stockholder or other person affiliated with
the Company, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Company and such counsel, the Company
irrevocably consents to the Executive's entering into an attorney-client
relationship with such counsel, and in that connection the Company and the
Executive agree that a confidential relationship shall exist between the
Executive and such counsel. The Company shall pay or cause to be paid and shall
be solely responsible for any and all attorneys' and related fees and expenses
incurred by the Executive under this Section 20.


                                            ROYAL APPLIANCE MFG. CO.


                                            BY:
                                               ---------------------------------



                                             -----------------------------------
                                             Executive



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