Common use of New Restricted Stock Award Clause in Contracts

New Restricted Stock Award. The Company shall grant the Executive restricted shares of the Company’s common stock as follows. On April 1, 2005, Executive shall be awarded 25,000 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 shall lapse on October 1, 2008. Notwithstanding anything else set forth above, (i) restrictions on Restricted Shares shall also lapse on a 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 for any reason prior to a Change in Control. 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 previous restricted stock award grants to similarly situated Company executives.

New Restricted Stock Award. The Company shall grant the Executive restricted shares of the Company’s common stock as follows. On April 1, 2005, Executive shall be awarded 25,000 40,000 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 50% of the Restricted Shares shall lapse on October 1, 20082006 and the restrictions on the remaining 50% of the Restricted Shares shall lapse on October 1, 2007. Notwithstanding anything else set forth above, (i) restrictions on Restricted Shares shall also lapse on a 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 for any reason prior to a Change in Control. 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 previous restricted stock award grants to similarly situated Company executives.

New Restricted Stock Award. The Company shall grant the Executive restricted shares of the Company’s 's common stock as follows. On April February 1, 20052007, Executive shall be awarded 25,000 50,000 shares of the Company’s '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 shall lapse on October 1January 10, 20082010. Notwithstanding anything else set forth above, (i) restrictions on Restricted Shares shall also lapse on the earlier of a change in control of the Company (as defined in the company’s 's stock plan governing such award) (“"Change in Control”) "), or the sale by the Company of all or substantially all of the stock or assets of the Pet Business ("Sale of the Pet Business"), and (ii) any unlapsed shares of Restricted Stock shall be forfeited to the Company in the event the Executive’s 's employment with the Company terminates prior to the earlier of a Change in Control or the Sale of the Pet Business, for any reason prior to other than a Change in Controltermination of Executive's employment by the Company without Cause, by Executive for Good Reason 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 previous restricted stock award grants granted to similarly situated Company executivesExecutive on October 2, 2006.

New Restricted Stock Award. The Company shall grant the Executive restricted shares of the Company’s common stock under The 2004 Rayovac Incentive Plan as follows. On April 1, 2005February 1st 2006, Executive shall be awarded 25,000 50,000 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 shall lapse on October 1, 2008January 31st 2009. Notwithstanding anything else set forth above, (i) restrictions on Restricted Shares shall also lapse on a 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 for any reason reason, other than a without cause termination as noted in paragraph 5(b), prior to a Change in Control. 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 previous restricted stock award grants to similarly situated Company executives.

New Restricted Stock Award. The Company shall grant the Executive restricted shares of the Company’s 's common stock as follows. On April February 1, 20052007, Executive shall be awarded 25,000 50,000 shares of the Company’s '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 shall lapse on October 1January 10, 20082010. Notwithstanding anything else set forth above, (i) restrictions on Restricted Shares shall also lapse on the earlier of a change in control of the Company (as defined in the company’s 's stock plan governing such award) (“"Change in Control”") or the sale by the Company of all or substantially all of the assets of the Legacy Business ("Sale of the Legacy Business"), and (ii) any unlapsed shares of Restricted Stock shall be forfeited to the Company in the event the Executive’s 's employment with the Company terminates prior to the earlier of a Change in Control or the Sale of the Legacy Business for any reason prior to other than a Change in Controltermination of Executive's employment by the Company without Cause by Executive for Good Reason 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 the previous restricted stock award grants granted to similarly situated Company executivesExecutive on October 2, 2006.

New Restricted Stock Award. The Company shall grant the Executive restricted shares of the Company’s common stock as follows. On April 1, 2005, Executive shall be awarded 25,000 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 50% of the Restricted Shares shall lapse on October 1, 20082006 and the restrictions on the remaining 50% of the Restricted Shares shall lapse on October 1, 2007. Notwithstanding anything else set forth above, (i) restrictions on Restricted Shares shall also lapse on a 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 for any reason prior to a Change in Control. 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 previous restricted stock award grants to similarly situated Company executives.