Exhibit 10.1
December 15, 2005
Xx. Xxxxxxx X. Xxxxxxxxxxx
00000 Xxxx Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: Employment Agreement Amendment
------------------------------
Dear Ray:
This Letter Agreement confirms the understanding reached
between you and Dayton Superior Corporation, an Ohio corporation (the
"Company"), regarding the terms of your employment with the Company. This Letter
Agreement constitutes an amendment to that certain Letter Employment Agreement
by and between you and the Company dated as of August 13, 2003 (the "Employment
Agreement"), which is attached hereto as Exhibit A.
1. You and the Company acknowledge and agree that, notwithstanding
anything to the contrary in the Employment Agreement, you shall be entitled to
receive severance payments and benefits set forth in Section 3 of the Employment
Agreement if your employment with the Company is terminated for "Good Reason" as
defined in Section 2, below.
2. You shall have "Good Reason" to resign your employment with the
Company if (a) the Company provides that your primary direct reporting
responsibility is to any person other than the Company's Chief Executive
Officer, (b) your annual base salary is reduced below your current annual base
salary of $260,000 or (c) your bonus target opportunity is reduced below your
current bonus target opportunity of 50% of base salary; provided, however, that
notwithstanding the foregoing you may not resign your employment for Good Reason
unless: (y) you provide the Company with at least 30 days prior written notice
of your intent to resign for Good Reason (which notice is provided not later
than the 30th day following the occurrence of the event constituting Good
Reason) and (z) the Company has not remedied the alleged violation(s) within the
30-day period.
3. You and the Company acknowledge and agree that as a condition
precedent to your receipt of any severance payments and benefits set forth in
Section 3 of the Employment Agreement you shall be required to enter into a
waiver and release of claims agreement in the Company's customary form.
4. You and the Company acknowledge and agree that, except as provided
by this Letter Agreement, the Employment Agreement shall remain in full force
and effect.
[signature page follows]
Please indicate your acceptance of the terms and provisions of
this Letter Agreement by signing both copies of this Letter Agreement and
returning one copy to me. The other copy is for your files. By signing below,
you acknowledge and agree that you have carefully read this Letter Agreement in
its entirety; fully understand and agree to its terms and provisions; and intend
and agree that it be final and legally binding on you and the Company. This
Letter Agreement shall be governed and construed under the internal laws of the
State of Ohio and may be executed in several counterparts.
Very truly yours,
By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and Chief Executive Officer
Agreed and Accepted:
/s/ Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
