Vice President of Marketing Employment Agreement

EXHIBIT 10.16


UNITED INDUSTRIES CORPORATION


March 28, 2001 VIA FEDERAL EXPRESS


Mr. Kent J. Davies 535 Tatum Drive Alpharetta GA 30022


RE: Offer of Employment


Dear Kent:


The purpose of this letter is to confirm the terms and conditions of our offer of employment to you. This letter supersedes our March 23, 2001 offer letter, except that the exhibits to the March 23, 2001 letter shall remain as exhibits to this letter except as otherwise specifically stated below.


1. JOB TITLE & START DATE: As of your starting date, you will be employed as Senior Vice President of Marketing for the Spectrum Brands Division of United Industries Corporation ("UIC"). In this position, you will devote your full time and attention to the business and affairs of UIC. You will start work at UIC's headquarters at 8:00 am on Monday, April 30, 2001.


2. BASE SALARY: Your base salary will be at the annualized rate of at least $200,000, payable in equal monthly increments, less legally required federal and state tax withholdings, and such other payroll deductions as you may authorize. Your base salary will be reviewed at least once each year as part of the performance review process.


3. INCENTIVE COMPENSATION: With regard to bonus and incentive compensation, you will be a participant in an incentive compensation plan (a description of the plan is attached as "ITEM 3 EXHIBIT"), with payment based on UIC's attainment of certain financial and operational targets, as well as your achieving pre-established individual performance objectives ("MBOs"), which are as set forth in Section B(1) of the plan attached as Item 3 Exhibit. Your participation for 2001 will reflect an appropriate partial year proration from your start date through year-end. Notwithstanding the plan's provisions, UIC agrees that your total incentive compensation for that portion of fiscal 2001 from your starting date of April 30, 2001 through December 31, 2001 shall be at least $33,334.00, provided that you are still employed with UIC on December 31, 2001.


4. STOCK OPTIONS: You will be granted stock options under UIC's 2001 Stock Option Plan to purchase up to 200,000 shares of UIC stock at an exercise price of $2.00 per share when you sign the United Industries Corporation Stock Option Agreement which will be substantially as set forth in the form attached as "ITEM 4(a) EXHIBIT". With respect to a Change of Control of UIC, in the event there is a Sale of UIC as defined in Section 4.1 of the United Industries Corporation Stock Option Agreement, vesting of your options will be accelerated as provided in the UIC Stock Option Agreement. A copy of the 2001 Stock Option Plan is attached as "ITEM 4(b) EXHIBIT."


5. VACATION PAY: You will be entitled to four (4) weeks of paid vacation per year.


6. RELOCATION EXPENSES AND BRIDGE LOAN:


(a) RELOCATION EXPENSES: Reimbursement of certain out-of-pocket expenses you may incur in relocating to St. Louis will be provided by UIC in accordance with its current Relocation Policy. A copy of the Relocation Policy is attached as "ITEM 6 EXHIBIT". To the extent provided in UIC's Relocation Policy, you will be reimbursed for the real estate commission on the sale of your existing principal residence, and your travel expenses (including coach airfare) for two (2) house hunting trips to St. Louis. You understand that if you resign or are terminated for cause


8825 PAGE BOULEVARD, ST. LOUIS MO 63114
Telephone (314) 427-0780


before completing six (6) months of consecutive service with UIC, you will be obligated to repay to UIC the full amount of your relocation expenses you may have incurred through the termination date, which expenses UIC has paid or is obligated to pay to third parties as of that date.


In addition to your relocation expenses covered by UIC's Relocation Policy, UIC will also reimburse you for supplemental temporary housing expenses incurred by you and your immediate family from the date your family moves to the "St. Louis Area" (defined as comprising the City of St. Louis County, St. Charles County and Jefferson County in Missouri, and St.Clair and Madison Counties in Illinois) until (1) the date you and your immediate family purchase and occupy your new principal residence in the St. Louis Area, or (2) ninety (90) days after your family moves to the St. Louis Area, whichever occurs first. The cost of any such supplemental temporary housing must be approved by your supervisor in writing in advance of your entering into any contractual commitment for such housing as a condition precedent to UIC's reimbursement obligation.


(b) BRIDGE LOAN. To further assist you and your family in relocating to the St. Louis Area, UIC agrees to loan you and your wife, jointly and severally, a principal sum of $75,000.00, for a term of one(1) year. No interest will accrue on the loan. The loan will be unsecured. The loan proceeds are to be applied solely toward the purchase price of your new principal residence in the St. Louis Area. UIC's disbursement of the loan proceeds will be in the form of a cashier's check, which will be payable to you and your wife AND the seller, or in such other form as shall be acceptable to UIC. As a condition to UIC's disbursing the loan proceeds, you and your wife agree to sign a Promissory Note which shall be in form acceptable to UIC. The Promissory Note shall, among other things, provide that (1) the principal indebtedness will be forgiven in full if you will have remained continuously employed by UIC for one year from the date the loan proceeds are disbur ...