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Exhibit
10.29
FORM OF SPECTRUM BRANDS,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
FOR
EMPLOYEES
This agreement is made and
entered into, effective as of
(the
“Effective Date”), by and between Spectrum Brands,
Inc., a Wisconsin corporation (the “Company”), and
(the
“Employee”) pursuant to The 2004 Rayovac Incentive Plan
(the “Plan”) and the terms and conditions of this
Spectrum Brands, Inc. Restricted Stock Award Agreement (the
“Agreement”) as set forth below.
1. Grant of Award .
Pursuant to the Plan and subject to the terms and conditions of
this Agreement and the Plan, the Company hereby grants to the
Employee an award (the “Award”) of
shares
of the Company’s common stock, par value $.01 per share
(“Common Stock”), subject to certain performance-based
restrictions (individually, a “Share” and collectively,
the “Shares”). The Employee acknowledges that he/she
has received from the Company a copy of the Plan and any prospectus
relating thereto.
2. Restrictions .
Until the restrictions set forth in this Agreement or in the Plan
lapse, the Shares shall be subject to the following
restrictions:
(a) Continued
Employment . Except as otherwise specifically provided herein,
the Employee’s rights under this Agreement are conditioned on
the Employee remaining in the employment of the Company or its
subsidiaries or affiliates. The term “disability” shall
have the same meaning as set forth in the Company’s
disability policy. The term “Cause” shall have the same
meaning as forth in the employment agreement or severance
agreement, as applicable and as the same may be amended from time
to time, between the Employee and the Company or any subsidiary of
the Company, as applicable.
(b) Transfer . The
Shares may not be sold, assigned, transferred, exchanged, pledged,
hypothecated or otherwise encumbered in any manner by the
Employee.
3. Lapse of
Restrictions .
(a) General . Subject
to the terms of this Agreement [INSERT VESTING SCHEDULE]
(b) Forfeiture of
Shares . Notwithstanding anything contained herein to the
contrary upon the Employee’s termination of employment with
the Company or any of its subsidiaries and affiliates for any
reason other than termination by the Company without Cause or by
reason of Employee’s death or disability, the Employee shall
forfeit all Shares subject to restrictions that have not lapsed as
of such termination date, and the Employee shall have no further
rights with respect to those Shares. In the event of termination by
the Company without Cause or due to death or disability of
Employee, Employee (or his/her heir or legal representative) shall
continue to have the rights granted under this Agreement pursuant
to the terms of this Agreement. Shares granted hereunder whose
restrictions have lapsed prior to such Executive termination shall
not be forfeited.
(c) Termination of
Restrictions . Notwithstanding the foregoing, the Compensation
Committee of the Board shall have the power, in its sole
discretion, to accelerate the expiration of the applicable
restriction period, to waive any restriction with respect to any
part
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