AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is entered into, effective 1 October 1998, by and between Xxxx X.
Xxxxxx (the "Executive") and Rayovac Corporation, a Wisconsin corporation (the
"Company").
Background
The Company desires to protect its confidential information and trade secrets
and to protect itself against competition from its key executives.
The Company and the Executive wish to amend the existing employment agreement
between themselves dated as of 27 April 1998 (the "Agreement").
Undertakings
Now therefore, the parties agree:
1. Section 5(b)(i) of the Agreement is hereby amended and restated in its
entirety to read as follows:
The Executive's Base Salary specified in Section 3(a) shall continue
to be paid in monthly installments until the first to occur of (i)
twenty-four (24) months following such termination or (ii) such time
as the Executive or the Executive's Estate breaches the provisions
of Sections 6 or 7 of this Agreement.
2. Section 5(b)(iii) of the Agreement is hereby amended and restated in its
entirety to read as follows:
-2-
If the Executive's employment is terminated as a result of
disability, the Executive's additional benefits specified in Section
3(c) shall continue to be available to the Executive until the first
to occur of (i) the remaining period of the Term (or twenty-four
(24) months following such termination, if greater) or (ii) such
time as the Executive breaches the provisions of Sections 6 or 7 of
this Agreement; and
3. Section 5(c)(i) of the Agreement is hereby amended and restated in its
entirety to read as follows:
the Executive's Base Salary specified in Section 3(a) shall continue
to be paid in monthly installments until the first to occur of (i)
the remaining period of the Term (or twenty-four (24) months
following such termination, if greater) or (ii) such time as the
Executive breaches the provisions of Sections 6 or 7 of this
Agreement;
4. Section 5(c)(iii) of the Agreement is hereby amended and restated in its
entirety to read as follows:
the Executive's additional benefits specified in Section 3(c) shall
continue to be available to the Executive until the first to occur
of (i) twenty-four (24) months following such termination or (ii)
such time as the Executive breaches the provisions of Sections 6 or
7 of this Agreement;
5. The last sentence of Section 6(a) of the Agreement is hereby amended and
restated in its entirety to read as follows:
-3-
The "Non-Competition Period" is (a) the longer of the Executive's
employment hereunder or time period which he serves as a director of
the Company plus (b) a period of two (2) years thereafter.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
RAYOVAC CORPORATION EXECUTIVE
By: /s/ Xxxxx X. Xxxxx /s/ Xxxx X. Xxxxxx
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Xxxxx X. Xxxxx Xxxx X. Xxxxxx
Chairman
