Separation/release Agreement

Exhibit (10)R


SEPARATION AND GENERAL RELEASE AGREEMENT


This Separation and General Release Agreement (the "Agreement") is entered into as of February 13, 1995, by and between Mervyn J. McCulloch ("Executive"), an individual, and Armor All Products Corporation, a Delaware corporation (the "Company").


In consideration of the covenants undertaken and the release contained in this Separation Agreement and for other good and valuable consideration, Executive and the Company agree as follows:


1. Termination of Employment.
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Executive's employment with the Company will terminate effective January
31, 1995, (the "Separation Date"). As of that date, except as expressly
provided herein, all compensation, benefit coverage and other perquisites
of employment will cease.


2. Separation Payments and Settlement Payments.
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Executive asserts claims for personal injuries and emotional distress which
the Company denies. Without admitting liability, any wrongdoing or fault,
Company agrees to make the following payments:


a. For a period of three months from the Separation Date,
Executive will receive Separation Payments equal to his regular bi-weekly
salary of $7,134.62, on the Company's usual payroll dates, less applicable
federal and state withholding and other payroll taxes and deductions.


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b. In full and final settlement of all Executive's alleged
personal injury and emotional distress claims against the Company and
allocable solely to such personal injury and emotional distress claims, and
in consideration of the general release in favor of the Company and
McKesson Corporation given herein, Company agrees to make Settlement
Payments to Executive in the gross amount of $210,000.00. $70,000.00 of
such amount shall be payable in a lump sum as soon as practicable following
the execution of this Separation Agreement. The remaining $140,000.00
shall be payable in four quarterly installments of $35,000.00, subject to
the following. Executive shall receive the first two installments on or
about April 30, 1995, and July 31, 1995, respectively. Thereafter,
Executive shall receive the remaining two installments on or about October
31, 1995, and January 31, 1996, respectively; provided, however, that such
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remaining two installments shall be reduced by any salary, bonus,
commissions or other compensation received by Executive from any other
employer during the preceding quarter. No withholding or other taxes or
other deductions shall be paid from such Settlement Payments and no IRS
Form W-2, 1099 or other tax reporting form or filing shall be made with
respect to such amounts.


3. Tax Liability.
-------------
Executive agrees and covenants to be fully responsible for and to pay any
and all taxes that may become due and owing


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on the Settlement Payments described in paragraph 2. Should any
governmental entity make any claim or assessment against Company for any
amount the entity contends should have been deducted from these payments or
paid as tax on these payments, including but not limited to, any deductions
under FICA (Social Security), federal unemployment tax, federal
withholding, or any other law, state or federal, requiring deductions from
the payment of wages, (but not including the employer portion of such
taxes), Executive expressly agrees to fully indemnify and hold harmless
Company from any such amount and any costs, assessments, fines, penalties,
interest, additions to tax, attorneys' fees or other damages or expenses
incurred by Company in connection with such claim or assessment.


4. Short-Term Incentive Plan Award.
-------------------------------
Executive shall receive the cash equivalent of an award under the Company's
1989 Short-Term Incentive Plan ("STIP") for the fiscal year ending March
31, 1995, in the amount of $64,925.00. Such payment shall be made as soon
as practicable following the execution of this Separation Agreement.


5. Long-Term Incentive Plan Award.
------------------------------
Executive shall receive the cash equivalent of an award under the Company's
1988 Long-Term Incentive Plan ("LTIP") for the three-year incentive period
ending March 31, 1995, in the amount of $53,125.00. Such payment shall be
made as


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soon as practicable following the execution of this Separation Agreement.


6. Benefits Coverage.
-----------------
Effective on the day after the Separation Date, Executive's present medical
coverage under the McKesson Corporation Health Plan will cease and
Executive will be given an opportunity to elect continuation coverage in
accordance with applicable law. Provided that Executive elects
continuation coverage, Company will pay the premiums for such coverage
until the earlier of January 31, 1996, or the date on which Executive
obtains coverage through a successor employer. Executive shall also
receive any accrued vacation pay as of the Separation Date. Executive
shall be entitled to receive any fully vested benefits in accordance with
the terms of the McKesson Corporation Retirement Plan, the Company and
McKesson Corporation Profit-Sharing Investment Plans ("PSIPs"), the
Supplemental PSIP, and any other deferred compensation plan in which
Executive participated prior to the Separation Date. Executive will not be
a participant in, or otherwise be entitled to coverage or benefits under,
the Company's or McKesson Corporation's disability plans, Life Insurance
Plan, PSIPs or Supplemental PSIP, Retirement Plan, STIP, LTIP, or any other
benefit plan or policy provision at any time subsequent to the Separation
Date, and his accrual and coverage under all other Company and McKesson
plans and policies shall cease as of the


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Separation Date, except as expressly enumerated in this Separation
Agreement.


7. Stock Options.
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Executive presently holds options to purchase shares of Company common
stock under the Company's 1986 Stock Option Plan. A complete and accurate
summary of the options currently held by Executive is attached hereto and
designated as Attachment A. Company will recommend to the Compensation
Committee of its Board of Directors that Executive be granted an extension
of time until February 21, 1995, within which to exercise those options
that are vested as of his Separation Date.


8. Restricted Stock.
----------------
Executive presently holds shares of restricted stock granted to him under
the Company's 1988 Restricted Stock Plan. A complete and accurate summary
of Executive's Restricted Stock Grants is attached hereto and designated as
Attachment B. Company will recommend to the Compensation Committee of its
Board of Directors that Executive's rights with respect to the Restricted
Stock Grant made on February 21, 1991, not be terminated as of the
Separation Date, but that Executive continue to be the owner of the shares
until the restrictions on such shares lapse on February 21, 1995.
Executive's rights with respect to all other Restricted Stock Grants shall
terminate as of the Separation Date.


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9. Payments to Spouse.
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In the event of Executive's death during the term of this Separation
Agreement, any remaining payments or benefits to which Executive would have
been entitled hereunder shall be made to his wife, Jennifer McCulloch.


10. Outplacement Services.
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At Executive's election, Company shall provide appropriate outplacement
services to Executive, to be rendered by a firm selected by Company and
which is reasonably acceptable to Executive.


11. Termination Agreement.
---------------------
The Termination Agreement dated May 15, 1994, between the Company and
Executive shall be terminated as of the Separation Date, and the Executive
shall not retain any rights arising out of the Termination Agreement.


12. Litigation Cooperation.
----------------------
Executive agrees to make himself reasonably available to cooperate in any
actual or anticipated litigation or arbitration matter in which Company
reasonably requests his assistance based upon his duties with the Company
during the period for which he receives payments unde ...