EMPLOYMENT AGREEMENT (Executive Officer Level)

EXHIBIT 10.1

EMPLOYMENT AGREEMENT
(Executive Officer Level)

THIS AGREEMENT made as of the 16th day of June, 2006, by and among Rock of Ages Corporation, a Delaware corporation, with a place of business at 000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx (the "Company"), and Xxxxxxx X. Xxxxxxxxx (the "Employee"), residing at 00 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000.

FACTUAL BACKGROUND:

A. Company wishes to employ Employee as a senior officer of the Company, initially as President and Chief Operating Officer of the Quarry Division (the "COO"), reporting to the Chief Executive Officer of the Company, with principal responsibilities for top and bottom line growth of the Company's quarry operations (the "Position") and with such other executive duties and responsibilities, and such other or different senior executive positions, as Company may assign to Employee; and Employee wishes to accept such employment subject to the terms and conditions of this agreement.

B. Company and its direct and indirect subsidiaries, successors and assigns (herein referred to as the ROAC Corporate Group) quarry, manufacture, sell and otherwise deal in granite, marble, bronze and other memorials, monuments and other products, perform services related thereto, and market such products and services at wholesale and retail in the United States and in various foreign countries (Company's "Business") and have accumulated valuable and confidential information including trade secrets and know-how relating to technology, manufacturing procedures, formulas, machines, marketing plans, sources of supply, business strategies and other business records.

C. The agreement by Employee to enter into the covenants contained herein is a condition precedent to the employment of Employee by the Company in the position; Employee hereby acknowledges said covenants and acknowledges that Employee's execution of this agreement are express conditions of Employee's employment; and that said covenants are given as material consideration for such employment and the other benefits conferred upon Employee by this agreement.

D. As used herein, the term "Company" shall refer to Company and, where applicable, to any member of the ROAC Corporate Group for which Employee may from time to time be performing services under this agreement.

NOW, THEREFORE, in consideration of the foregoing, the employment provided hereunder, and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. EMPLOYMENT. Company agrees to employ Employee, and Employee accepts employment in the Position, reporting to the Chief Executive Officer of the Company, all upon the terms and conditions hereinafter set forth.

2. DUTIES AND POLICIES.

(a) DUTIES. The Employee agrees to devote his full time and best efforts to Employee's employment duties in the Position or such other or different positions to which Employee may be assigned during the Term (as hereinafter defined), and to such other duties as may be assigned to Employee from time to time by Company.

(b) POLICIES. Employee agrees to abide by the policies, rules, regulations or usages applicable to Employee as established by Company and the ROAC Corporate Group, from time to time and provided to Employee in writing (collectively, the Company's "Policies").

(c) COMPANY LOCATIONS. Employee shall be primarily assigned to the Company's Graniteville, Vermont office, but the Employee must be available for regular travel, meetings and temporary functions at other Company and ROAC Corporate Group locations and offices and lender and investor locations as may be required to fulfill the duties and responsibilities of the Position.

(d) INDEMNIFICATION. As an executive officer of the Company, the Employee will be covered by the Company's director and officer liability insurance, as in effect from time to time, and shall be entitled to indemnification in accordance with the Company's bylaws and as permitted by Delaware General Corporation Law.

3. TERM. The term of Employee's employment under this agreement (the "Term") shall be three (3) years, beginning on the date first above written, unless terminated earlier as hereinafter provided. Upon the expiration hereof, the Company shall not be under any obligation (including any obligation of good faith and fair dealing) to renew this Agreement.

4. COMPENSATION. For all services to be rendered by Employee in any capacity hereunder, the Company shall pay Employee the following:

(a) SALARY. The Company shall pay Employee an annual salary of One Hundred Eighty Five Thousand Four Dollars ($185,004), less withholding and other taxes required by federal and state law (the "Annual Base Salary"), payable in equal monthly installments. Employee shall be eligible to receive increases in Employee's Annual Base Salary pursuant to periodic salary reviews consistent with Company's corporate policies, it being understood such increases are not guaranteed, but are subject to Employee's job performance and the determination by the Company, in its sole discretion, to award salary increases to Employee. The Annual Base Salary shall not be decreased during the Term.

(b) BONUS. Employee may also be awarded a bonus or bonuses from time to time during the Term in such amounts, if any, and at such time, if any, as the Company may determine, in its sole discretion, to award such bonuses. Employee's annual bonus target shall be up to 50% of Annual Base Salary, with performance criteria to achieve the bonus target to be set by the Compensation Committee of the Board of Directors, in consultation with the Chief Executive Officer.

5. FRINGE BENEFITS. During the term of this agreement, Employee shall be entitled to participate in such fringe benefits as, from time to time, may be applicable to the Company's similarly situated employees, subject to the terms and conditions of such fringe benefit plans. The Employee's "Initial Fringe Benefits" include those listed on EXHIBIT 5 attached hereto and incorporated herein by reference. The Initial Fringe Benefits may be phased out and terminated and the Company may substitute for the Initial Fringe Benefits such different and/or additional fringe benefits as the Company from time to time, after the date hereof, makes available for the Company's similarly situated employees.

Fringe benefits as used in this section do not include cash compensation, stock options or other compensation. The Company reserves the right to modify, eliminate or change fringe benefits in its discretion. Fringe benefits provided to Employee will, however, generally be not less advantageous to Employee than those provided by Company to its similarly situated employees.

6. Reserved.

7. TERMINATION.

(a) TERMINATION BECAUSE OF DEATH OR TOTAL DISABILITY. Employee's employment will terminate automatically upon the date of Employee's Death or Total Disability. Employee shall be deemed to have incurred a Total Disability:

(i) if Company maintains a long term disability policy in effect for the benefit of Employee, on the date when the Employee shall have received total disability benefits under said policy for a period of six (6) months;

(ii) if no such long term disability insurance policy is in effect on the date when Employee suffers from a physical or mental disability of such magnitude and effect that Employee is unable to perform the essential functions of Employee's assigned Position notwithstanding reasonable accommodation and such disability continues during a period of twelve (12) continuous or noncontinuous months within the eighteen (18) month period beginning on the first day of the month in which the first day of disability occurs;

(iii) if Employee illegally uses drugs and, as a result, performance of Employee's duties and/or employment with Company is in any way impaired; or

(iv) on the date when Employee receives more than twelve (12) weeks of payments under the Social Security Act because it is determined by the Social Security Administration that Employee is totally disabled.

Total Disability as set forth in subsections (ii) or (iii) above shall be deemed to have occurred upon the written certification to Company thereof by the Employee's personal physician, which certification may be requested in writing by Company. If Employee does not have a personal physician or refuses to consult with Employee's personal physician, Company may select a licensed physician, board-certified in internal medicine or family practice, at its cost, to examine the Employee, which physician shall, for purposes hereof, be deemed to be the Company's physician; provided, that if Employee refuses to be examined by the Company's physician within thirty (30) days after the physician's appointment by Company, then Employee may, at the Company's discretion, be conclusively presumed to have become Totally Disabled as of the close of such thirty (30) days period. If Employee has been examined by, and disagrees with the opinion of Company physician, then Employee may select a second licensed, board-certified physician, at Employee's cost, to examine Employee. If said two (2) physicians disagree as to whether Employee is Totally Disabled, then the personal physician and the Company shall then select a third licensed, board-certified physician, with the cost of this third physician to be split between Company and Employee, to examine Employee. Upon examination of Employee by the three (3) physicians, each physician shall render an opinion with respect to the condition of Employee in regards to Employee's Total Disability, and the opinion of a majority of the physicians shall be binding upon all parties.

(b) TERMINATION BY THE COMPANY OR EMPLOYEE. The Company may terminate Employee's employment with or without cause and by giving Employee thirty (30) days prior written notice. In the event of termination or notice of termination by Company without cause, or in the event that Employee terminates Employee's employment for "Good Reason" (defined below) Employee will be entitled to to the following, subject to Section 23 hereof: (i) a sum equal to nine (9) months of his then current Annual Base Salary, payable in nine (9) equal monthly installments (less applicable withholdings), with the first such installment being due on the 15^th day of the month following the date of such termination and subsequent payments being made on the same day of each of the following months; (ii) earned but unpaid bonus (if any) for the year in which this agreement is terminated, prorated to date of termination and payable when such bonuses are normally paid; (iii) continuation of health care coverage at active employee contribution rates for a period of 1 year following the date of termination of this agreement. Said payments shall be subject to the execution and non-revocation of a general release in favor of the Company.

Termination of Employee by the Company for (1) embezzlement or other theft of corporate property, (2) a material breach of Section 8 or 11 of this agreement by Employee while employed by the Company, (3) drug, alcohol or other substance abuse, (4) sexual harassment, battery or other criminally actionable offense by Employee against an employee or customer of the Company, or (5) Employee's conviction of any felony while employed by the Company shall constitute and be in all respects termination for cause by the Company and Employee shall not be entitled to the lump sum termination payment described in preceding sentences of this section.

Employee may resign from employment at any time for any reason by giving thirty (30) days written notice to Company of such intention. In such event, Company may, in its discretion, permit Employee to work through the notice period or accept the Employee's immediate resignation. In the event of a termination by the Company for cause or by Employee, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the termination payment described above) except (i) Annual Base Salary through the date of termination; (ii) any vested benefits under the then current Company employee benefit plans; (iii) accrued but unused vacation; and (iv) any benefit continuation or conversion rights under the then current Company employee benefit plans.

For the purposes of this section 7, "Good Reason" shall mean the occurrence, without Employee's consent, of any of the following events or circumstances: (a) any material breach by the Company of this agreement; (b) if the Employee no longer reports to the CEO of the Company or its successors or assigns; (c) any material diminution in the Employee's position, authority or responsibilities with the Company; or (d) a change by the Company in the location of the Employee's office at Graniteville, Vermont to a new location that is both (i) outside a radius of 50 miles from the Employee's principal residence in Vermont and (ii) more than 50 miles from the Employee's office in Graniteville, Vermont.

(c) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. If the Employee's employment hereunder is terminated (x) by the Company (other than a termination due to Employee's death, Disability or for cause) within 12 months after a Change in Control; or (y) by the Employee for Good Reason within 12 months after a Change in Control, the Company shall pay to the Employee a lump sum in cash within 15 days after the date of termination equal to 1 times the then current Annual Base Salary, plus the benefits referenced in section 7(b)(ii), (iii) and (iv). Any outstanding options granted to Employee pursuant to the Option Plan shall fully vest and become immediately exercisable.

For the purposes of this Agreement, a "Change in Control" shall mean:

(i) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date of this Agreement of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this paragraph, the following acquisitions shall not constitute a Change in Control: (1) Any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlled by the Company; (4) any acquisition pursuant to a transaction which satisfies the criteria set forth in clauses (A), (B), and (C) of paragraph (iii) below; or (5) any acquisition by Xxxx X. Xxxxxxx or his siblings, any Permitted Transferee (as defined in the Company's Amended and Restated Certificate of Incorporation as in effect as of the date of this Agreement) of Xxxx X. Xxxxxxx or his siblings, any Person controlled by any such Person(s) or any group of which any such Person is a member (any of the Persons described in this clause 5 being referred to as an "Excluded Person"); or

(ii) Individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director after the date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least the majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or

(iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, other than with or to an Excluded Person (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 40% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity resulting from such Business Combination; (B) no Person (excluding any Excluded Person, any corporation or other entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation or other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of such corporation or other business entity resulting from such Business Combination and (C) at least half of the members of the board of directors or other governing body of the corporation or other entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

8. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Employee acknowledges that during Employee's employment, Employee will become fully familiar with all aspects of Company's Business and the ROAC Corporate Group's businesses, and will obtain access to confidential and proprietary information relating to such businesses. Employee understands, agrees and covenants that such information is valuable and Employee has no property interest in it. Therefore, Employee covenants and agrees that during Employee's employment with Company and thereafter, Employee will not use, disclose, communicate or divulge such information to any person not employed by Company and the ROAC Corporate Group, or use such information except as may be necessary to perform Employee's duties as an Employee under this agreement. Employee's obligations in this section shall survive the expiration of the Term of this agreement and/or termination of Employee's employment under this agreement for any reason whatsoever.

9. NON-SOLICITATION OF EMPLOYEES, CLIENTS AND CUSTOMERS. During the Term and for the period of Employee's non-competition covenant set forth in Section 11 hereof, following the termination of this agreement, Employee agrees not to, on Employee's own behalf or on behalf of any other person, corporation, firm or entity, directly or indirectly, solicit or induce any client, customer, employee or sales representative of Company or the ROAC Corporate Group to reduce the level of or to stop doing business with or to leave any of the said companies for any reason whatsoever or to hire any of said companies' employees. Employee's obligations in this section shall survive the expiration of the Term and/or termination of Employee's employment under this agreement for any reason whatsoever.

10. RETURN OF PROPERTY. Upon termination or non-renewal of this agreement for any reason, Employee agrees to immediately return all Company and ROAC Corporate Group property, whether confidential or not, without keeping copies or excerpts thereof, including, but not limited to, computers, printers, customer lists, samples, product information, financial information, price lists, marketing materials, keys, credit cards, automobiles, technical data, research, blueprints, trade secrets information, and all confidential or proprietary information. Employee's obligations in this section shall survive the expiration of the Term and/or termination of Employee's employment under this agreement for any reason whatsoever.

11. NON-COMPETITION COVENANT BY EMPLOYEE. Company and Employee agree that the Company and the ROAC Corporate Group are currently engaged in the business of quarrying, manufacturing, lettering, setting, marketing and selling at need and pre-need granite, bronze and other memorials and monuments and related products and services at wholesale and at retail (herein collectively referred to as the "Restricted Business") and Company is, or during the Term intends to be, engaged in the Restricted Business in every state of the United States as of the date of this agreement and has hereby hired the Employee to help expand and grow the Restricted Business. Therefore, the restricted territory shall include all the states of the United States (the "Restricted Territory"). Accordingly, as a material and essential inducement to Company to hire the Employee and in consideration of Company's agreements with the Employee under this agreement, Employee agrees that during the Term of this agreement and, if this agreement is terminated for any reason, lapses, is not renewed for any reason, or Employee is not employed (with or without a written contract) by Company after the end of the Term hereof for any reason, then, in any such case, for a period equal to two (2) years after the termination of Employee's employment, Employee will not, in the Restricted Territory, directly or indirectly, in any manner whatsoever:

(a) compete with Company, its successors and assigns, or the ROAC Corporate Group, its successors and assigns, in the Restricted Business, in the Restricted Territory;

(b) engage in the Restricted Business, except as an employee of Company or the ROAC Corporate Group, in the Restricted Territory;

(c) have any ownership interest in (other than the ownership of less than five percent (5%) of the ownership interests of a company whose stock or other ownership interests are publicly traded) any business entity which engages, directly or indirectly, in the Restricted Business except for any ownership interest owned by Employee in the Company or in any member of the ROAC Corporate Group;

(d) contract, subcontract, work for, solicit work from, solicit Company or ROAC Corporate Group employees for, or solicit customers for, advise or become affiliated with, any business entity which engages in the Restricted Business in the Restricted Territory except as an employee of Company or of the ROAC Corporate Group; or

(e) lend money or provide anything of value to any entity which engages in the Restricted Business in the Restricted Territory.

The term "compete" as used in this Section 11 means engage in competition, directly or indirectly, either as an employee, officer, director, owner, agent, member, consultant, partner, sole proprietor, stockholder, or any other ownership form or other capacity.

While the restrictions as set forth herein and in Sections 8, 9 and 11 are considered by the parties hereto to be reasonable in all circumstances, it is recognized that any one or more of such restrictions might fail for unforeseen reasons. Accordingly, it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as unreasonable in all circumstances for the protection of Company and the ROAC Corporate Group and their interests, but would be valid if part of the wording thereof were deleted, the period thereof reduced, or the range of activities or area dealt with reduced in scope, such restrictions shall apply with the minimum modification as may be necessary to make them valid and effective, while still affording to Company and the ROAC Corporate Group the maximum amount of protection contemplated thereby.

Employee represents that he has carefully reviewed Employee's restrictive non-competition covenant set forth in this Section 11 and the non-disclosure covenant in Section 8 and the non-solicitation covenant in Section 9 and has determined that these covenants will not impose undue hardship, financial or otherwise, on Employee; that their Restrictive Territory and duration will not impose a hardship on Employee; that they protect Company's and the ROAC Corporate Group's legitimate interests in their investment in Employee and in their goodwill of their Restricted Business; and that in Employee's opinion Employee not being able to compete in the Restrictive Territory for the duration of Employee's covenants will not be injurious to the public interest.

Employee agrees that Employee's breach of Employee's covenants in Sections 8, 9, 10 and 11 will cause irreparable harm to Company and the ROAC Corporate Group and that the Company shall therefore be entitled to injunctive relief in the event of any breach or threatened breach thereof, without the necessity of proving damages or posting a bond.

12. LOYALTY. Employee shall devote Employee's full time and best efforts to the performance of Employee's employment under this agreement. During the Term, Employee shall not at any time or place whatsoever, either directly or indirectly, engage in the Restricted Business or any other professional or active business to any extent whatsoever, except on or pursuant to the terms of this agreement, or with the prior written consent of Company. Employee agrees that he will not, while this agreement is in effect, do any unlawful acts or engage in any unlawful habits or usages which injure, directly or indirectly, Company and its business or the ROAC Corporate Group and its businesses.

13. GOVERNING LAW, JURISDICTION AND VENUE. This agreement shall be governed by and construed in accordance with the laws of the State of Vermont.

14. HEADINGS. The descriptive headings of the several sections of this agreement are inserted for convenience of reference only and shall not control or affect the meanings or construction of any of the provisions hereof.

15. SEVERABILITY AND VIOLATION OF LAWS. If any provision of this agreement shall be held invalid or unenforceable according to law, such provision shall be modified to the extent necessary to bring it within the legal requirements. Any such invalidity or unenforceability shall not affect the remaining provisions of this agreement, and such remaining provisions shall continue in full force and effect.

16. SPECIFIC PERFORMANCE. The Employee hereby agrees and stipulates that it would be impossible to measure in monetary terms the damages which would be suffered by Company in the event of any breach by Employee of Sections 8, 9, 10, 11 and 12 of this agreement. Therefore, if the Company shall institute any action in equity to enforce such sections of this agreement, the Employee hereby waives any claim or defense that the Company has an adequate remedy at law, and the Employee agrees that the Company is entitled to specific performance of such terms of the agreement.

17. NOTICES. Any notice or other communication required or permitted under this agreement shall be in writing and shall be deemed to have been duly given (i) upon hand delivery, or (ii) on the third day following delivery to the U.S. Postal Service as certified or registered mail, return receipt requested and postage prepaid, (iii) on the first day following delivery to a nationally recognized United States overnight courier services for next business day delivery with fee prepaid, or (iv) when telecopied or sent by facsimile transmission if an additional notice is also given under (i), (ii) or (iii) above within three (3) days thereafter. Any such notice or communication shall be directed to a party at its address set forth below or at such other address as may be designated by a party in a notice given to all other parties hereto in accordance with the provisions of this section.

FOR THE COMPANY:

Xx. Xxxx X. Xxxxxxx
President and Chief Executive Officer
Rock of Ages Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

FOR THE EMPLOYEE:

Xxxxxxx X. Xxxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

18. ASSIGNMENT. The rights and obligations of Company together with its obligations and all of Employee's covenants and agreements hereunder may be assigned by Company to any parent, subsidiary or other affiliate of the Company by operation of law or by contractual assignment; provided, however, that the Company shall continue to guarantee the obligations, agreements, duties and covenants hereunder. The rights and obligations of Employee under this agreement are not assignable.

19. COMPLETE AND ENTIRE AGREEMENT. This agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof and supersedes all prior agreements, representations and warranties of the parties as to the subject matter hereof.

20. AMENDMENTS. This agreement may be amended, or any provision of the agreement may be waived, provided that any such amendment or waiver will be binding on the parties only if such amendment or waiver is set forth in a writing executed by all parties hereto. The waiver by any party hereto of a breach of any provision of this agreement shall not operate or be construed as a waiver of any other breach.

21. SURVIVAL. Sections 7(b) and (c), 8, 9, 10, 11, 12, 13, 15, 16, 17, 21, 22 and 23 shall survive expiration of the Term of this agreement and/or termination of Employee's employment under this Agreement.

22. ARBITRATION. The parties agree to submit any claim, action, grievance or controversy (the "Grievance") arising under or out of this Agreement to final and binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association. A request for arbitration must be filed with the American Arbitration Association within six (6) months after the grieving party knew or had reason to know of the events giving rise to the Grievance, and a copy of the arbitration request must be served upon the other party in accordance with Section 17. The decision of the arbitrator on any Grievance submitted under this Section 22 will be final and binding on the parties and enforceable in any court of competent jurisdiction. The cost of the arbitrator and arbitration proceedings shall be borne equally by the parties, and the arbitration shall be conducted in Burlington, Vermont. The parties agree that the arbitrator shall have no authority to add to, subtract from or modify in any way, the terms or provisions of this agreement.

23. 409A COMPLIANCE. It is the intention of the Company and Employee that this agreement not result in unfavorable tax consequences to Employee under Section 409A of the internal Revenue Code of 1986, as amended (the "Code"), and the regulations and guidance promulgated thereunder. Notwithstanding anything to the contrary herein, if Employee is a "specified employee" (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise payable to or in respect of him pursuant to Section 7(b) or Section 7(c) of this agreement shall be delayed until the earliest date permitted by Section 409A(a)(2) of the Code. The Company and Employee agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending the agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden in connection with such amendment.

IN WITNESS WHEREOF, the parties hereto have executed this agreement, all as of the date first written above.

ROCK OF AGES CORPORATION

		ROCK OF AGES CORPORATION

/s/Xxxxxxx X. Xxxx		By: /s/Xxxx X. Xxxxxxx
Witness		Xxxx X. Xxxxxxx, Chairman/CEO

/s/Xxxxxxx Xxxxxxxx		/s/Xxxxxxx X. Xxxxxxxxx
Witness		Xxxxxxx X. Xxxxxxxxx

EXHIBIT 5
To Employment Agreement of
Xxxxxxx X. Xxxxxxxxx

INITIAL FRINGE BENEFITS: The following is a list of the fringe benefits provided to the Employee. These benefits may be phased out and terminated and the Company may substitute for the Initial Fringe Benefits such different and/or additional fringe benefits as the Company from time to time, after the date hereof, makes available for the Company's similarly situated employees. Please see the Rock of Ages Corporation Employee Resource Manual of Policies and Benefits and/or the actual benefit plans for further information.

LIFE INSURANCE. One and one-half times annual salary rounded to nearest $1,000 (maximum currently $280,000). At retirement, coverage reduces to 50% with maximum of $60,000. Fully paid by company. See plan for actual details.

MEDICAL INSURANCE. As in effect for employees of Rock of Ages Corporation. See plan for actual details.

VACATION. Four weeks or such greater amount as is determined by you to be reasonably necessary and is approved by the Chief Executive Officer.

HOLIDAYS. Ten annually.

SICK LEAVE. Up to 10 days paid time off per year for the illness or injury of the employee only.

LONG TERM DISABILITY. Provides 60% of base salary after 26 weeks of short-term disability. Five day waiting period unless hospitalized. See plan for actual details.

PENSION. Final five year average base salary X .018 plus final five year average excess social security compensation X .004% X years of service (30 maximum) = monthly benefit payable at normal retirement (age 65), life zero years certain. Other options actuarially reduced for continuation to spouse/beneficiary. 100% vesting when employed five years. Early retirement benefits available at or after age 55 assuming employee has 10 years of service. Benefit actuarially reduced for early retirement. Eligible after one year of service per plan. Fully paid by company. See plan for actual details.

401K PLAN. Optional pension benefit allows employee to defer pretax up to 100% of income (subject to statutory maximum) into a choice of fifteen investment funds. Company matches 25% on the first $1,000 deferred and 10% on deferrals over $1,000. Employee is eligible to participate as of the first of the quarter following one year of employment. See plan for actual details.

CAR. Company car provided by purchase or lease as approved by CEO. All gas, maintenance, insurance and repairs paid by company. Company follows actual IRS audit instructions regarding treatment of personal use of car.

BUSINESS EXPENSES. All ordinary and necessary business expenses are reimbursed in full by the Company based on submission of expense reimbursement forms.

CELL PHONE. A cell phone will be provided and all usage charges paid by the Company.

AIR TRAVEL. Frequent flyer miles earned are retained by the employee. Employees are expected to fly economy class for domestic flights and personally pay for additional charges for, or upgrades to, first class or business class. International flights are by business class. Exceptions to this policy may be approved by the Chief Executive Officer for special situations.

EXHIBIT 10.2

EMPLOYMENT AGREEMENT
(Executive Officer Level)

THIS AGREEMENT made as of the 16th day of June, 2006, by and among Rock of Ages Corporation, a Delaware corporation, with a place of business at 000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx (the "Company"), and Xxxxxxx X. Xxxx (the "Employee"), residing at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000.

FACTUAL BACKGROUND:

A. Company wishes to employ Employee as a senior officer of the Company, initially as Senior Vice President and General Counsel of the Company (the "General Counsel"), reporting to the Chief Executive Officer of the Company, with principal responsibilities for oversight of legal compliance, corporate governance and all other legal matters for the Company and its subsidiaries (the "Position") and with such other executive duties and responsibilities, and such other or different senior executive positions, as Company may assign to Employee; and Employee wishes to accept such employment subject to the terms and conditions of this agreement.

C. The agreement by Employee to enter into the covenants contained herein is a condition precedent to the employment of Employee by the Company in the Position; Employee hereby acknowledges said covenants and acknowledges that Employee's execution of this agreement are express conditions of Employee's employment; and that said covenants are given as material consideration for such employment and the other benefits conferred upon Employee by this agreement.

NOW, THEREFORE, in consideration of the foregoing, the employment provided hereunder, and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

2. DUTIES AND POLICIES.

(c) COMPANY LOCATIONS. Employee shall be primarily assigned to the Company's Concord, New Hampshire office, but the Employee must be available for regular travel, meetings and temporary functions at other Company and ROAC Corporate Group locations and offices and lender and investor locations as may be required to fulfill the duties and responsibilities of the Position.

4. COMPENSATION. For all services to be rendered by Employee in any capacity hereunder, the Company shall pay Employee the following:

(a) SALARY. The Company shall pay Employee an annual salary of One Hundred Sixty Thousand Eight Dollars ($160,008), less withholding and other taxes required by federal and state law (the "Annual Base Salary"), payable in equal monthly installments. Employee shall be eligible to receive increases in Employee's Annual Base Salary pursuant to periodic salary reviews consistent with Company's corporate policies, it being understood such increases are not guaranteed, but are subject to Employee's job performance and the determination by the Company, in its sole discretion, to award salary increases to Employee. The Annual Base Salary shall not be decreased during the Term.

6. Reserved.

7. TERMINATION.

(iii) if Employee illegally uses drugs and, as a result, performance of Employee's duties and/or employment with Company is in any way impaired; or

For the purposes of this section 7, "Good Reason" shall mean the occurrence, without Employee's consent, of any of the following events or circumstances: (a) any material breach by the Company of this agreement; (b) if the Employee no longer reports to the CEO of the Company or its successors or assigns; (c) any material diminution in the Employee's position, authority or responsibilities with the Company; or (d) a change by the Company in the location of the Employee's office at Concord, New Hampshire to a new location that is both (i) outside a radius of 50 miles from the Employee's principal residence in New Hampshire and (ii) more than 50 miles from the Employee's office in Concord, New Hampshire.

For the purposes of this Agreement, a "Change in Control" shall mean:

(a) compete with Company, its successors and assigns, or the ROAC Corporate Group, its successors and assigns, in the Restricted Business, in the Restricted Territory;

(b) engage in the Restricted Business, except as an employee of Company or the ROAC Corporate Group, in the Restricted Territory;

(e) lend money or provide anything of value to any entity which engages in the Restricted Business in the Restricted Territory.

13. GOVERNING LAW, JURISDICTION AND VENUE. This agreement shall be governed by and construed in accordance with the laws of the State of Vermont.

FOR THE COMPANY:

Xx. Xxxx X. Xxxxxxx
President and Chief Executive Officer
Rock of Ages Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

FOR THE EMPLOYEE:

Xxxxxxx X. Xxxx
000 Xxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000

IN WITNESS WHEREOF, the parties hereto have executed this agreement, all as of the date first written above.

		ROCK OF AGES CORPORATION

/s/Xxxxx X. Xxxxxxx		By: /s/Xxxx X. Xxxxxxx
Witness		Xxxx X. Xxxxxxx, Chairman/CEO

/s/Xxxxx X. Xxxxxxx		/s/Xxxxxxx Xxxx
Witness		Xxxxxxx X. Xxxx

EXHIBIT 5
To Employment Agreement of
Xxxxxxx X. Xxxx

MEDICAL INSURANCE. As in effect for employees of Rock of Ages Corporation. See plan for actual details.

VACATION. Four weeks or such greater amount as is determined by you to be reasonably necessary and is approved by the Chief Executive Officer.

HOLIDAYS. Ten annually.

SICK LEAVE. Up to 10 days paid time off per year for the illness or injury of the employee only.

LONG TERM DISABILITY. Provides 60% of base salary after 26 weeks of short-term disability. Five day waiting period unless hospitalized. See plan for actual details.

BUSINESS EXPENSES. All ordinary and necessary business expenses are reimbursed in full by the Company based on submission of expense reimbursement forms.

CELL PHONE. A cell phone will be provided and all usage charges paid by the Company.

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EMPLOYMENT AGREEMENT (Executive Officer Level)

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