8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 19, 2006

APPLICA INCORPORATED

(Exact name of Registrant as specified in its charter)

Commission File Number 1-10177

Florida	59-1028301
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
3633 Flamingo Road, Miramar, Florida	33027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 883-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

     ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into A Material Definitive Agreement.

     In connection with the Company’s decision to pursue strategic alternatives, which was announced in the first quarter of 2006, the Board of Directors has undertaken a review of employment and change-in-control benefits for certain senior officers. As a result of such review and in order to assure continuity of Applica’s executive management and their continued attention to their respective duties without any distraction arising out of the circumstances surrounding any potential change of control of Applica, on April 19, 2006, the Board of Directors of Applica Incorporated adopted and approved an Executive Change Of Control Severance Plan. In addition, the Board of Directors approved amendments to the employment agreements with certain executive officers, which modified the definition of “Good Reason” to include a relocation provision.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

     A copy of the Executive Change Of Control Severance Plan is attached as Exhibit 10.1 to this report.

     A copy of the Amendment to Employment Agreement between Applica Consumer Products, Inc. and Terry L. Polistina dated April 19, 2006 is attached hereto as Exhibit 10.2 to this report.

     A copy of the Amendment to Employment Agreement between Applica Consumer Products, Inc. and Brian S. Guptill dated April 19, 2006 is attached hereto as Exhibit 10.3 to this report.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 20, 2006	Applica Incorporated
	By:	/s/ Terry Polistina
		Terry Polistina, Senior Vice President and Chief
		Financial Officer of Applica Incorporated

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Exhibit Index

Exhibit No.	Description
10.1	Executive Change Of Control Severance Plan
10.2	Amendment to Employment Agreement between Applica Consumer Products, Inc. and Terry L. Polistina dated April 19, 2006
10.3	Amendment to Employment Agreement between Applica Consumer Products, Inc. and Brian S. Guptill dated April 19, 2006

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EX-10.1

Exhibit 10.1

APPLICA INCORPORATED

EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN

     1. Purpose and Adoption of Plan. Applica Incorporated (“Applica”) hereby adopts this Applica Incorporated Executive Change of Control Severance Plan as of the Effective Date (“Plan”). The Board of Directors of Applica is contemplating a potential change of control of Applica and desires to assure continuity of its executive management and the continued attention of executive management to their respective duties without any distraction arising out of the circumstances surrounding any such change of control.

2. Definitions.

          a. “Base Compensation” shall mean the actual monthly rate of base salary of a Covered Executive as of the date of a Change of Control.

          b. “Board” shall mean the Board of Directors of Applica.

          c. “Cause” shall be defined in accordance with the employment agreement then in effect between the applicable Covered Executive and Applica as of the date of the Consummation of any Change of Control.

          d. “Change of Control” shall be defined in accordance with the employment agreement then in effect between the Covered Executive and Applica as of the dated of the Consummation of the such Change of Control.

          e. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          f. “Code of Ethics” shall mean the Business Ethics and Code of Conduct Policy adopted by the Board which is in effect at the applicable period of time.

          g. “Conflict of Interest Policy” shall mean the Conflict of Interest Policy adopted by the Board which is in effect at the applicable time.

          h. “Consummate,” “Consummated” and “Consummation” shall each mean the completion of all conditions precedent necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation’s shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the approval of the transaction by any applicable domestic or foreign governments or governmental agencies (excluding any post-closing approvals).

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          i. “Covered Executive(s)” shall mean Brian S. Guptill, Terry L. Polistina, Harry D. Schulman and David D. Warren.

          j. “Disability” shall be defined in accordance with the employment agreement then in effect between the applicable Covered Executive and Applica as of the date of the Consummation of any Change of Control.

          k. “Effective Date” shall mean April 19, 2006.

          l. “Employing Company” shall mean Applica and its affiliates as well as any successor to Applica or its affiliates which employs a Covered Executive and assumes its predecessor’s obligations under this Plan.

          m. “Good Reason” shall be defined in accordance with the employment agreement then in effect between the applicable Covered Executive and Applica as of the date of Consummation of any Change of Control.

          n. “Severance Period” shall mean the eighteen month period immediately following the first Change of Control Consummated prior to May 1, 2007.

          o. “Termination Date” shall mean the date on which a Covered Executive is removed from an Employing Company’s payroll.

     3. Term. This Plan shall commence on the Effective Date. This Plan shall terminate and no benefits shall be payable hereunder in the event a Change of Control is not Consummated prior to May 1, 2007.

     4. Severance Compensation. Except as limited by Section 5 of this Plan, in the event of a Change of Control prior to May 1, 2007, any Covered Executive whose employment is involuntarily terminated by the Employing Company during the Severance Period for any reason other than (i) Cause, (ii) death, (iii) Disability, or whose employment is voluntarily terminated for Good Reason, shall be entitled to receive:

          a. A monthly cash payment equal to such Covered Executive’s Base Compensation payable for a period of eighteen (18) consecutive months immediately following the Executive’s Termination Date.

          b. The Covered Executive and his eligible dependants shall also be eligible to participate in the group health plan maintained by the Employing Company during the eighteen (18) month period immediately following the Executive’s Termination Date unless otherwise specifically provided under such plan or until the Covered Executive is covered by another employer’s group health plan. The extended medical coverage afforded to a Covered Executive shall be determined in accordance with the provisions of such group health plan. Any group health plan coverage provided under this Section 4(b) shall be a part of and not in addition to any COBRA coverage which a Covered Executive or his dependent(s) may elect. In the event a Covered Executive and his dependent(s) are

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ineligible to participate in the Employing Company’s group health plan, or the Employing Company fails to maintain any group health plan, the Employing Company shall pay the Covered Executive a cash amount equal to the cost of premiums for group health plan coverage comparable to the coverage provided to the Covered Executive and his eligible dependents during the eighteen (18) month period immediately following such Executive’s Termination Date.

     5. No Duplication/Cap on Benefits/Release.

          a. The aggregate amount payable to a Covered Executive pursuant to the provisions of Sections 4(a) and (b) above, shall be referred to as the “Severance Compensation.” The amount of severance pay to which a Covered Executive is entitled pursuant to Section 4 of this Plan shall be equal to the Severance Compensation less any cash amounts paid or payable to such Covered Executive under any other retention agreement, employment agreement or other severance arrangement between the Employing Company and its affiliates and such Covered Executive. If the Covered Executive is entitled to any notice or payment in lieu of any notice of termination of employment required by Federal, state or local law, including but not limited to the Worker Adjustment and Restraining Notification Act, the Severance Compensation to which the Covered Executive would otherwise be entitled under this Plan shall be reduced by the amount of any such payment, in lieu of notice. Notwithstanding any of the foregoing provisions of this Plan to the contrary, in no event shall the Severance Compensation be reduced by any amounts payable to any Covered Executive under any repatriation agreement.

          b. Severance Compensation shall only be payable following the first Change of Control Consummated prior to May 1, 2007. For purposes of clarification, in the event there should be more than one Change of Control Consummated prior to May 1, 2007, only the initial Change of Control shall trigger payment of Severance Compensation during the Severance Period.

          c. Any payments made pursuant to this Plan shall be conditioned upon receipt of a written general release by such Covered Executive, in such form as the Employing Company may require, of any and all claims against the Employing Company, its affiliates, directors, officers, employees, agents and representatives, except those arising under this Plan. The initial installment payment shall be made within ten (10) days following receipt by the Employing Company of such general release executed by the Covered Executive.

6. Miscellaneous.

          a. The Compensation Committee of the Board (the “Committee”) and its delegates are authorized to interpret, administer and make all determinations under this Plan. Such determinations will be binding and conclusive on all Covered Executives.

          b. Payments made pursuant to this Plan shall be subject to all federal, state and local income, employment and other taxes required to be withheld in connection with such payments, in amounts and in a manner to be determined the discretion of Applica.

          c. This Plan is not and should not be treated as a promise of future employment, or an employment contract of any kind.

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          d. This Plan constitutes a mere promise by Applica to make payments, and Covered Executives are only general unsecured creditors of Applica.

          e. To the extent this Plan is subject to Code Section 409A, this Plan is intended to comply with Code Section 409A and shall be interpreted, operated and administered accordingly. Applica, however, does not guarantee the tax treatment of any payments under this Plan including, without limitation, pursuant to the Code, federal, state or local law. Any taxes imposed on an employee pursuant to applicable law shall be borne by the Covered Executive and shall be subject to withholding pursuant to the provisions of Section 6(b) above. Notwithstanding, the foregoing, to the extent necessary to comply with Section 409A of the Code, payments to be made following termination of employment shall not be paid until the six month anniversary of the Covered Executive’s termination of employment. Any Severance Compensation installment payments deferred pursuant to the foregoing sentence shall be paid in a lump sum payment within ten (10) days of such six month anniversary date.

          f. Except as otherwise required by law, no Covered Executive nor any other person has any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, nonassignable and nontransferable. No part of the amounts payable shall prior to tactual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owned by any Covered Executive or any other person, be transferable by operation of law in the event of a Covered Executive or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. Notwithstanding the preceding sentences, if a Covered Executive is indebted to Applica or an affiliate upon his or her death, Disability or termination of employment, the amount of any payments to be made to a Covered Executive (or his beneficiary) under this Plan may be reduced, as determined by the Committee, to the extent of such indebtedness.

          g. This Plan shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its principles of conflicts of laws. The section headings herein are for convenience only, and in the event of any conflict, the text of the Plan, rather than the section headings, controls. The invalidity and unenforceability of any particular provision of this Plan shall not affect any other provision, and the Plan shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Any action (whether at law, in equity or otherwise) must be commenced within three (3) years and must be brought in a court of competent jurisdiction sitting in Miramar, Florida. This three (3) year period shall be computed from the earlier of (i) the date a final determination denying such benefit, in whole or in part, is issued; and (ii) the date the cause of action first accrued (as determined under the laws of the State of Florida without regard to its principles of conflict of laws).

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EX-10.2

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of this 19^th day of April, 2006, by and between Applica Consumer Products, Inc., a Florida corporation (together with its permitted successors and assigns pursuant to this Agreement referred to as “Applica”), and Terry L. Polistina (the “Executive”). Unless the context requires otherwise, all capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Employment Agreement (as defined below).

W I T N E S S E T H:

     WHEREAS, the Company and the Executive have entered into that certain Employment Agreement dated as of May 1, 2005 (as heretofore and hereby amended, and as further amended, supplemented or restated from time to time, the “Employment Agreement”); and

     WHEREAS, the Company and the Executive have agreed to amend certain provisions of the Employment Agreement as more fully set forth herein;

     NOW, THEREFORE, in consideration of the premises, the terms, covenants and conditions hereinafter appearing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

     1. Amendment to Employment Agreement.

     (a) Section 25(l) of the Employment Agreement is hereby deleted and the following new Section 25(l) is inserted in replacement thereof:

(l) “Good Reason” shall mean (i) the occurrence, without the Executive’s express written consent, of a material breach of this Employment Agreement by Applica which is not cured by Applica within 10 days following written notice delivered by the Executive, or (ii) except for travel required to properly perform his duties under this Agreement, the Executive’s services are required to be performed primarily at a location outside a 50 mile radius from Miramar, Florida.

     2. Entire Agreement. This Amendment and the Employment Agreement (as amended hereby) constitute the entire agreement among the Parties hereto concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto.

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     3. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Employment Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect according to its terms.

     4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.

     5. Severability. In the event that any provision or portion of this Amendment shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

     6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the Company, by its appropriate officer, signed this Amendment and Executive have signed this Amendment as of the day and year first above written.

APPLICA INCORPORATED
By:	/s/ Harry D. Schulman
	Harry D. Schulman, CEO and President
EXECUTIVE
/s/ Terry L. Polistina
Terry L. Polistina

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EX-10.3

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of this 19^th day of April, 2006, by and between Applica Consumer Products, Inc., a Florida corporation (together with its permitted successors and assigns pursuant to this Agreement referred to as “Applica”), and Brian S. Guptill (the “Executive”). Unless the context requires otherwise, all capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Employment Agreement (as defined below).

W I T N E S S E T H:

     WHEREAS, the Company and the Executive have entered into that certain Employment Agreement dated as of May 1, 2005 (as heretofore and hereby amended, and as further amended, supplemented or restated from time to time, the “Employment Agreement”); and

     WHEREAS, the Company and the Executive have agreed to amend certain provisions of the Employment Agreement as more fully set forth herein;

     NOW, THEREFORE, in consideration of the premises, the terms, covenants and conditions hereinafter appearing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

     2. Amendment to Employment Agreement.

     (a) Section 25(l) of the Employment Agreement is hereby deleted and the following new Section 25(l) is inserted in replacement thereof:

(l) “Good Reason” shall mean (i) the occurrence, without the Executive’s express written consent, of a material breach of this Employment Agreement by Applica which is not cured by Applica within 10 days following written notice delivered by the Executive, or (ii) except for travel required to properly perform his duties under this Agreement, the Executive’s services are required to be performed primarily at a location outside a 50 mile radius from Miramar, Florida.

     2. Entire Agreement. This Amendment and the Employment Agreement (as amended hereby) constitute the entire agreement among the Parties hereto concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto.

     3. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Employment Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect according to its terms.

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     4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.

     5. Severability. In the event that any provision or portion of this Amendment shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

     6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the Company, by its appropriate officer, signed this Amendment and Executive have signed this Amendment as of the day and year first above written.

APPLICA INCORPORATED
By:	/s/ Harry D. Schulman
	Harry D. Schulman, CEO and President
EXECUTIVE
/s/ Brian S. Guptill
Brian S. Guptill

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