EXHIBIT 10.21

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into
as of the 9th day of June, 2008 (the “Effective Date”), by and between Spectrum
Brands, Inc. (“the “Company”) and Kent J. Hussey (the “Executive”).

WHEREAS, the Company and the Executive previously entered into an Amended and
Restated Employment Agreement, dated April 1, 2005, as amended by that certain
Amendment to Employment Agreement dated as of June 29, 2007 (together, the
“Agreement”); and

WHEREAS, the Company and the Executive wish to amend certain provisions of the
Agreement in recognition of the Executive’s past services to the Company and the
importance to the future success of the Company of the Executive’s continued
services; and

NOW, THEREFORE, in consideration of the premises and mutual agreements contained
herein (promises that include benefits to which the Executive would not
otherwise be entitled), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
hereby agree as follows:

1.      Capitalized Terms not defined herein shall have the meanings given those
terms in the Agreement.

2.      The Executive’s Base Salary, payable pursuant to Section 3(a) of the
Agreement, is increased from $750,000 to $825,000, effective June 1, 2008.

3.      The target on which the Executive’s Bonus, payable pursuant to
Section 3(b) of the Agreement, is based is increased from 100% of the
Executive’s annual base salary to 125% of the Executive’s annual base salary,
effective with the bonus payable to the Executive for the Company’s 2008 fiscal
year.

4.      The target on which the Executive’s long-term incentive award, payable
pursuant to Section 3(e) of the Agreement, is based is increased from 150% of
the Executive’s annual base salary to 175% of the Executive’s annual base
salary, effective with the long-term incentive award payable to the Executive
for the Company’s 2009 fiscal year.

5.      The Company shall grant the Executive restricted shares of the Company’s
common stock as follows. On the Effective Date, the Executive shall be awarded
100,000 shares of the Company’s common stock, shares that will include
restrictions prohibiting the sale, transfer, pledge, assignment or other
encumbrance of such stock (“Restricted Shares”); provided, however, that all
such restrictions on one-half of the Restricted Shares shall lapse on the first
anniversary of the Effective Date and that all such restrictions on the
remaining Restricted Shares shall laps on the second anniversary of the
Effective Date. Notwithstanding anything else set forth above, (i) restrictions
on Restricted Shares shall also lapse on the earlier of a

 

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change in control of the Company (as defined in the company’s stock plan
governing such award) (“Change in Control and (ii) any unlapsed shares of
Restricted Stock shall be forfeited to the Company in the event the Executive’s
employment with the Company terminates prior to the earlier of a Change in
Control, for any reason other than a termination of the Executive’s employment
by the Company without Cause, by the Executive as a result of a Constructive
Termination, or upon death or Disability hereunder. Additional terms and
conditions of such restricted stock award shall be set forth in an agreement
with such terms and conditions being substantially similar (other than as set
forth above) to the terms and conditions of restricted stock award granted to
Executive on October 1, 2007.

6.      Except as modified by this Amendment, the Agreement remains in full
force and effect, and the execution of this Amendment shall not affect the
rights of the Company or the Executive under the terms of the Agreement as in
effect immediately prior to the Effective Date with respect to events occurring
before the Effective Date.

[Signature Page Follows]

 

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

 

SPECTRUM BRANDS, INC

 

/s/    John T. Wilson

By:

  John T. Wilson, VP, Secretary and General Counsel

 

 

EXECUTIVE:  

/s/    Kent J. Hussey

Name:

 

Kent J. Hussey

 

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