13405 Yarmouth Road, N.W. Pickerington, Ohio 43147

EXHIBIT 10.1

X.X. XXXXX CORPORATION

00000 Xxxxxxxx Xxxx, X.X.

Xxxxxxxxxxxx, Xxxx 00000

January 31, 2012

Xx. Xxxx Xxxxxx

President and Chief Executive Officer

X.X. Xxxxx Corporation

00000 Xxxxxxxx Xxxx, X.X.

Xxxxxxxxxxxx, Xxxx 00000

Re: Amendment of Employment Agreement

Dear Xxxx:

Reference is made hereby to your Employment Agreement with X.X. Xxxxx Corporation (the “Company”) dated May 1, 2009 (the “Employment Agreement”).

We have agreed to amend Section 2 of the Employment Agreement to read as follows, effective upon the signing of this letter by you:

Section 2. Employment Term

With respect to the Executive’s position as Chief Executive Officer and President, the Executive’s initial term of employment under this Agreement shall begin on May 1, 2009 (the “Effective Date”) and shall end on the third anniversary thereof, unless sooner terminated as provided in Section 5. Following the initial Employment Term, the Employment Term shall automatically renew for additional one-year periods unless terminated pursuant to Section 5 or unless either party gives the other forty-five (45) days prior written notice of its intent not to renew. The initial term and any renewal thereof are collectively referred to as the “Employment Term.”

If you are in agreement with the amendment to Section 2 of the Employment Agreement set forth above, please so indicate your agreement by signing and returning a copy of this letter to Xxxxxx Xxxx, Chair of the Company’s Compensation Committee. Such amendment shall be effective upon your signing and returning this letter to Ms. Page.

				Very truly yours, X.X. Xxxxx Corporation
				By:		/s/ Xxxxxx Xxxx
						Xxxxxx Xxxx, Chair of the Compensation Committee

Agreed to and Accepted:

/s/ Xxxx Xxxxxx

Xxxx Xxxxxx

Date: 01/31/12