Exhibit
      10.1

     


    CHANGE
      IN CONTROL AGREEMENT

     

    Change
      In
      Control Agreement (this “Agreement”) dated as of _______, 2006 by and between
      Joseph S. Giordano III (“Executive”) and Drew Industries Incorporated, a
      Delaware corporation (the “Company”). 

     

    WHEREAS,
      Executive has been Corporate Controller and Treasurer of the Company;
      and

     

    WHEREAS,
      the Company believes that it is in the best interest of the Company and its
      stockholders to foster Executive’s objectivity in making decisions with respect
      to any pending or threatened Change in Control (as hereinafter defined) of
      the
      Company and to assure that the Company will have the continued dedication and
      availability of Executive notwithstanding the possibility, threat or occurrence
      of a Change in Control; and the Company believes that these goals can best
      be
      accomplished by alleviating certain of the risks and uncertainties with regard
      to Executive’s financial and professional security that would be created by a
      pending or threatened Change in Control and that inevitably would distract
      Executive and could impair his ability to objectively perform his duties for
      and
      on behalf of the Company. Accordingly, the Company believes that it is
      appropriate and in the best interest of the Company and its stockholders to
      provide to Executive compensation arrangements upon a Change in Control that
      mitigate Executive’s financial risks and uncertainties and that are reasonably
      competitive with those of other companies; and 

     

    NOW,
      THEREFORE, in consideration of the foregoing, and for other good and valuable
      consideration the receipt of which is hereby acknowledged, it is hereby agreed
      as follows:

     

    
      	 	
              1.

            	
              TERM
                OF AGREEMENT

            


    

     

    This
      Agreement shall be effective from the date hereof and, subject to the provisions
      of Section 4, shall extend to (and thereupon automatically terminate) one (1)
      day after Executive’s termination of employment with the Company for any reason.
      No termination of this Agreement shall limit, alter or otherwise affect
      Executive’s rights hereunder with respect to a Change in Control which has
      occurred prior to such termination, including without limitation Executive’s
      right to receive the benefits provided herein.

     

    
      	 	
              2.

            	
              PURPOSE
                OF AGREEMENT

            


    

     

    The
      purpose of this Agreement is to provide that, in the event of a Change in
      Control, Executive may become entitled to receive certain benefits, as described
      herein, in the event of his termination under specified circumstances.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.

            	
              CHANGE
                IN CONTROL

            


    

     

    As
      used
      in this Agreement, the phrase “Change in Control” shall mean: 

     

    3.1 Except
      as
      provided in Section 3.2 hereof, the acquisition by any person, 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”) (excluding, for this
      purpose, the Company or its subsidiaries, or any executive benefit plan of
      the
      Company or its subsidiaries which acquires beneficial ownership of voting
      securities of the Company), of beneficial ownership (within the meaning of
      Rule
      13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of
      either the then outstanding shares of common stock or the combined voting power
      of the Company’s then outstanding voting securities entitled to vote generally
      in the election of directors (the “Voting Securities”); or 

     

    3.2 Approval
      by the stockholders of the Company of a reorganization, merger or consolidation
      with any other person, entity or corporation, other than 

     

    3.2.1 a
      merger
      or consolidation which would result in the Voting Securities outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of another entity)
      more
      than fifty percent (50%) of the combined voting power of the Voting Securities
      of the Company or such other entity outstanding immediately after such merger
      or
      consolidation, or 

     

    3.2.2 a
      merger
      or consolidation effected to implement a recapitalization of the Company (or
      similar transaction) in which no person, entity or group acquires twenty-five
      percent (25%) or more of the combined voting power of the Company’s then
      outstanding Voting Securities; or 

     

    3.3 Approval
      by the stockholders of the Company of a plan of complete liquidation of the
      Company or a sale or other disposition by the Company of all or substantially
      all of the Company’s assets in one transaction or a series of
      transactions.

     

    
      	 	
              4.

            	
              EFFECT
                OF A CHANGE IN CONTROL

            


    

     

    In
      the
      event of a Change in Control, Sections 6 through 11 of this Agreement shall
      become applicable to Executive. The provisions of these Sections shall remain
      applicable until the second anniversary of the date upon which the Change in
      Control occurs. On such second anniversary date, and provided that the
      employment of Executive has not been terminated on account of a Qualifying
      Termination (as defined herein), this Agreement shall terminate and be of no
      further force or effect. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              5.

            	
              QUALIFYING
                TERMINATION

            


    

     

    If
      within
      six (6) months following a Change in Control, Executive voluntarily terminates
      his employment with the Company (“Voluntary Termination”), or if within one (1)
      year following, or within one hundred twenty (120) days prior to, a Change
      in
      Control, Executive’s employment with the Company is terminated (“Involuntary
      Termination”), either of such terminations shall be conclusively considered a
“Qualifying Termination” unless: 

     

    5.1 The
      Executive voluntarily terminates his employment on a date that is more than
      six
      (6) months after the Change in Control; provided, however, that Executive shall
      not be considered to have voluntarily terminated his employment with the Company
      if, following, or within one hundred twenty (120) days prior to, the Change
      in
      Control, (i) Executive’s overall compensation is reduced or adversely modified
      in any material respect, or (ii) his authority or duties are materially changed
      and he elects to terminate his employment within sixty (60) days following
      such
      reduction, modification or change. Executive’s authority or duties shall
      conclusively be considered to have been “materially changed” if, without
      Executive’s express and voluntary written consent, there is any substantial
      diminution or adverse modification in Executive’s title, status, overall
      position, responsibilities, reporting relationship, general working environment
      (including without limitation secretarial and staff support, offices, and
      frequency and mode of travel), or if, without Executive’s express and voluntary
      written consent, Executive’s job location is transferred to a site more than
      fifty (50) miles away from his residence and more than fifteen (15) miles from
      the Company’s location on the date hereof. Executive’s authority and duties
      shall conclusively be considered to have been “materially changed” if, without
      Executive’s express and voluntary written consent, Executive no longer holds the
      same title or no longer has the same authority and responsibilities or no longer
      has the same reporting responsibilities, in each case with respect and as to
      a
      publicly held parent company which is not controlled by another entity or
      person, or

     

    5.2 The
      termination is on account of Executive’s death or Disability. For such purposes,
“Disability” shall mean a physical or mental incapacity as a result of which
      Executive becomes unable to continue the performance of his responsibilities
      for
      the Company and its affiliated companies and which, at least three (3) months
      after its commencement, is determined to be total and permanent by a physician
      agreed to by the Company and Executive (or Executive’s legal representative). In
      the absence of agreement between the Company and Executive, each party shall
      nominate a qualified physician and the two physicians so nominated shall select
      a third physician who shall make the determination as to Disability,
      or

     

    5.3 An
      Involuntary Termination occurs for “Cause.” For this purpose, “Cause” shall be
      limited to the following:

     

    5.3.1 the
      refusal of Executive to comply with a lawful, written instruction of the Board
      of Directors or Executive’s immediate supervisor, which refusal is not remedied
      by Executive within a reasonable period of time after his receipt of written
      notice from the Company identifying the refusal, so long as the instruction
      is
      consistent with the scope and responsibilities of Executive’s position prior to
      the Change in Control; or

     

    5.3.2 an
      act or
      acts of personal dishonesty by Executive which were intended to result in
      substantial personal enrichment of Executive at the expense of the Company
      or
      any of its affiliated companies; or 

     

    5.3.3 Executive’s
      conviction of any misdemeanor involving an act of moral turpitude or any felony.
      

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              6.

            	
              SEVERANCE
                PAYMENT

            


    

     

    6.1 Subject
      to Section 6.2 hereof, if Executive’s employment is terminated as a result of a
      Qualifying Termination, the Company shall pay Compensation (as hereinafter
      defined) to Executive (A) in the event of an Involuntary Termination, for the
      two (2) years following the Qualifying Termination, or (B) in the event of
      a
      Voluntary Termination, for one (1) year following the Qualifying Termination,
      in
      either event in accordance with the Company’s customary payroll practice (the
“Severance Payment”). Such payments shall commence on the next payroll payment
      date following the Qualifying Termination.

     

    6.2 During
      the second year following an Involuntary Termination, the Severance Payment
      payable by the Company to Executive shall be reduced by an amount equal to
      the
      compensation and other benefits received by Executive during either of such
      periods from other employment or business activities.

     

    6.3 For
      purposes of this Agreement, Executive’s “Compensation” shall equal the sum of
      (i) Executive’s salary at the annual rate applicable on the date of the
      Qualifying Termination, plus (ii) a “Bonus Increment.” The Bonus Increment shall
      equal the annualized average of all bonuses and incentive compensation payments
      paid to Executive during the three (3) year period (or such shorter period
      as
      the Executive has been employed by the Company) immediately before the date
      of
      the Change of Control under all of the Company’s bonus and incentive
      compensation plans or arrangements as disclosed in the Company’s annual Proxy
      Statement.

     

    6.4 The
      Severance Payment hereunder is in lieu of any severance payment that Executive
      might otherwise be entitled to from the Company in the event of a Change in
      Control under the Company’s applicable severance pay policies, if any, or under
      any other oral or written agreement.

     

    
      	 	
              7.

            	
              ADDITIONAL
                BENEFITS

            


    

     

    7.1 In
      the
      event of a Qualifying Termination, any and all unvested stock options of
      Executive shall immediately become fully vested and exercisable. 

     

    7.2 In
      the
      event of a Qualifying Termination, Executive shall be entitled to continue
      to
      participate in the following executive benefit programs which had been made
      available to Executive (including his immediate family) and at the same level
      before the Qualifying Termination: group medical insurance, group-term life
      insurance and disability insurance, use of automobile provided by the Company,
      and long-term care insurance. These programs shall be continued at no cost
      to
      Executive, except to the extent that tax rules require the inclusion of the
      value of such benefits in Executive’s income. The programs shall continue for
      Executive’s benefit for two (2) years after the date of the Qualifying
      Termination; provided, however, that Executive’s participation in each of such
      programs shall be earlier terminated or reduced, as applicable, if and to the
      extent Executive receives benefits as a result of concurrent coverage through
      another program.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              8.

            	
              RIGHTS
                AND OBLIGATIONS PRIOR TO A CHANGE IN
                CONTROL

            


    

     

    Prior
      to
      the date which is one hundred twenty (120) days before a Change in Control,
      the
      rights and obligations of Executive with respect to his employment by the
      Company shall be determined in accordance with the policies and procedures
      adopted from time to time by the Company and the provisions of any written
      employment contract in effect between the Company and Executive from time to
      time. Unless otherwise expressly set forth in a separate written employment
      agreement between Executive and the Company, the employment of Executive is
      expressly at-will, and Executive or the Company may terminate Executive’s
      employment with the Company at any time and for any reason, with or without
      cause, provided that if such termination occurs within one hundred twenty
      (120)
      days
      prior to or one (1) year after a Change in Control and constitutes a Qualifying
      Termination the provisions of this Agreement shall govern the payment of the
      Severance Payment and the other benefits as provided herein. 

     

    
      	 	
              9.

            	
              NON-EXCLUSIVITY
                OF RIGHTS

            


    

     

    Nothing
      in this Agreement shall prevent or limit Executive’s continuing or future
      participation in any benefit, bonus, incentive or other plan or program provided
      by the Company or any of its affiliated companies and for which Executive may
      qualify, nor shall anything herein limit or otherwise affect such rights as
      Executive may have under any stock option or other agreements with the Company
      or any of its affiliated companies. Except as otherwise provided in Section
      6.3
      hereof, amounts which are vested benefits or which Executive is otherwise
      entitled to receive under any plan or program of the Company or any of its
      affiliated companies at or subsequent to the date of any Qualified Termination
      shall be payable in accordance with such plan or program. 

     

    
      	 	
              10.

            	
              FULL
                SETTLEMENT

            


    

     

    The
      Company’s obligation to pay the Severance Payment and other benefits provided
      for in this Agreement and otherwise to perform its obligations hereunder (i)
      shall not be affected by any set-off, counter-claim, recoupment, defense or
      other claim, right or action which the Company may have against Executive or
      others, and (ii) are subject to receipt by the Company of a duly executed and
      acknowledged Waiver and Release in the form attached hereto as Exhibit A. In
      no
      event shall Executive be obligated to seek other employment or to take any
      other
      action by way of mitigation of the amounts payable to Executive under any of
      the
      provisions of this Agreement. The Company agrees to pay, to the full extent
      permitted by law, all legal fees and expenses which Executive may reasonably
      incur as a result of Executive’s successful collection efforts to receive
      amounts payable hereunder.

     

    
      	 	
              11.

            	
              SUCCESSORS.
                

            


    

     

    11.1 This
      Agreement is personal to Executive, and without the prior written consent of
      the
      Company shall not be assignable by Executive other than by will or the laws
      of
      descent and distribution. This Agreement shall inure to the benefit of and
      be
      enforceable by Executive’s legal representatives.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    11.2 The
      rights and obligations of the Company under this Agreement shall inure to the
      benefit of and shall be binding upon the successors and assigns of the Company.
      

     

    
      	 	
              12.

            	
              GOVERNING
                LAW

            


    

     

    12.1 This
      Agreement is made and entered into in the State of New York, and the internal
      laws of New York shall govern its validity and interpretation in the performance
      by the parties hereto of their respective duties and obligations
      hereunder.

     

    12.2 Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      United States District Court located in White Plains, New York over any suit,
      action or proceeding arising out of or relating to this Agreement. Each party
      hereby irrevocably waives to the fullest extent permitted by law, (i) the right
      to a trial by jury; (ii) any objection that they may now or hereafter have
      to
      the venue of any such suit, action or proceeding brought in any such court;
      or
      (iii) any claim that any such suit, action or proceeding has been brought in
      an
      inconvenient forum. Final judgement in any suit, action or proceeding brought
      in
      any such court shall be conclusive and binding upon each party duly served
      with
      process therein and may be enforced in the courts of the jurisdiction of which
      either party or any of their property is subject, by a suit upon such
      judgement.

     

    
      	 	
              13.

            	
              MODIFICATIONS

            


    

     

    This
      Agreement may be amended or modified only by an instrument in writing executed
      by all of the parties hereto. The parties agree to amend this Agreement in
      order
      to comply with the provisions of Section 409A of the Internal Revenue Code
      and
      other guidance regarding said Section.

     

    
      	 	
              14.

            	
              NOTICES

            


    

     

    Any
      notice or communications required or permitted to be given to the parties hereto
      shall be in writing and shall be delivered personally or be sent by United
      States registered or certified mail, postage prepaid and return receipt
      requested, or by nationally recognized courier, and addressed or delivered
      as
      follows, or at such other addresses the party addressed may have substituted
      by
      notice pursuant to this Section: 

     

    
      	
              To
                the Company:

            	
              To
                Executive:

            
	 	 
	
              Drew
                Industries Incorporated

              200
                Mamaroneck Avenue

              White
                Plains, New York, 10601

              Attention:
                President

            	
              Joseph
                S. Giordano III

               

            


    

    


    
      	 	
              15.

            	
              CAPTIONS

            


    

     

    The
      captions of this Agreement are inserted for convenience and do not constitute
      a
      part hereof.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	 	
              16.

            	
              SEVERABILITY

            


    

     

    In
      case
      any one or more of the provisions contained in this Agreement shall for any
      reason be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality or unenforceability shall not affect any other provision
      of this Agreement, but this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision had never been contained herein and there
      shall be deemed substituted for such invalid, illegal or unenforceable provision
      such other provision as will most nearly accomplish the intent of the parties
      to
      the extent permitted by the applicable law. In case this Agreement, or any
      one
      or more of the provisions hereof, shall be held to be invalid, illegal or
      unenforceable within any governmental jurisdiction or subdivision thereof,
      this
      Agreement or any such provision thereof shall not as a consequence thereof
      be
      deemed to be invalid, illegal or unenforceable in any other governmental
      jurisdiction or subdivision thereof. 

     

    
      	 	
              17.

            	
              COUNTERPARTS

            


    

     

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

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered effective as of the day and year first written
      above.

     

    
      	 	
              _______________________________

              Joseph
                S. Giordano III

              


              


              DREW
                INDUSTRIES INCORPORATED

              


              By:_______________________________

              


              Name:_____________________________

              


              Title:______________________________

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

      Exhibit
        10.1

       

       

      Exhibit
        A

       

    

    CHANGE
      IN
      CONTROL AGREEMENT

    


    Waiver
      and Release

     

    The
      attached Waiver and Release Agreement is to be executed by Executive upon the
      occurrence of a Qualifying Termination under the Change in Control Agreement.
      

     

    WAIVER
      AND RELEASE AGREEMENT

    


    This
      Waiver and Release Agreement (the “Waiver and Release”) is entered into by and
      among Drew Industries Incorporated, a Delaware corporation (“Drew”) and Joseph
      S. Giordano III(“Executive”) this ________ day of ________, 200_. 

     

    
      	 	
              1.

            	
              General
                Waiver and Release

            


    

     

    For
      and
      in consideration of the agreement of the Company to provide Executive the
      Severance Payment described in the Amended Change in Control Agreement, dated
      as
      of February 28, 2006, among Executive and the Company (the “Agreement”),
      Executive, with the intention of binding himself and all of his heirs,
      executors, administrators and assigns, does hereby release, remise, acquit
      and
      forever discharge the Company, and all of its respective past and present
      officers, directors, stockholders, employees, agents, parent corporations,
      predecessors, subsidiaries, affiliates, estates, successors, assigns and
      attorneys (hereinafter collectively referred to as “Released Parties”) from any
      and all claims, charges, actions, causes of action, sums of money due, suits,
      debts, covenants, contracts, agreements, rights, damages, promises, demands
      or
      liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in
      law or in equity, whether known or unknown, suspected or unsuspected, which
      Executive, individually or as a member of any class, now has, owns or holds
      or
      has at any time heretofore ever had, owned or held against the Released Parties
      including, but not limited to, Claims arising out of or in any way connected
      with Executive’s employment with the Company or any of the Released Parties or
      the termination of any such employment relationship, including, but not limited
      to, Claims pursuant to Federal, state or local statute, regulation, ordinance
      or
      common-law for (i) employment discrimination; (ii) wrongful discharge; (iii)
      breach of contract; (iv) tort actions of any type, including those for
      intentional or negligent infliction of emotional harm; and (v) unpaid benefits,
      wages, compensation, commissions, bonuses or incentive payments of any type,
      except as follows: 

     

    1.1 those
      obligations of the Company and its affiliates under the Agreement, pursuant
      to
      which this Waiver and Release is being executed and delivered;

     

    1.2 claims,
      if any, for Executive’s accrued or vested benefits under the retirement plans,
      savings plans, stock options, investment plans and employee welfare benefit
      plans, if any, of the Released Parties (within the meaning of Section 3(1)
      of
      the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended;
      provided, however, that nothing herein is intended to or shall be construed
      to
      require the Released Parties to institute or continue in effect any particular
      plan or benefit sponsored by the Released Parties and the Company and all other
      Released Parties hereby reserve the right to amend or terminate any such plan
      or
      benefit at any time; and 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    1.3 any
      rights to indemnification or advancement of expenses to which Executive may
      otherwise be entitled pursuant to the articles of incorporation or bylaws of
      any
      of the Released Parties, or by contract or applicable law, as a result of
      Executive’s service as an officer or director of any of the Released Parties.
      Executive further understands and agrees that he has knowingly relinquished,
      waived and forever released any and all remedies arising out of the aforesaid
      employment relationship or the termination thereof, including, without
      limitation, claims for backpay, front pay, liquidated damages, compensatory
      damages, general damages, special damages, punitive damages, exemplary damages,
      costs, expenses and attorneys’ fees.

     

    
      	 	
              2.

            	
              Covenant
                Not to Sue

            


    

     

    Executive
      acknowledges and agrees that this Waiver and Release may not be revoked at
      any
      time and that he will not institute any suit, action, or proceeding, whether
      at
      law or equity, challenging the enforceability of this Waiver and Release. Should
      Executive ever attempt to challenge the terms of this Waiver and Release,
      attempt to obtain an order declaring this Waiver and Release to be null and
      void, or institute litigation against any of the Released Parties based upon
      a
      Claim which is covered by the terms of this Waiver and Release, Executive will
      as a condition precedent to such action repay all monies paid to him under
      the
      terms of the Agreement and this Waiver and Release. Furthermore, if Executive
      does not prevail in an action to challenge this Waiver and Release, to obtain
      an
      order declaring this Waiver and Release to be null and void, or in any action
      against any of the Released Parties based upon a Claim which is covered by
      the
      Waiver and Release set forth herein, Executive shall pay to the Company and/or
      the appropriate Released Parties all their costs and attorneys’ fees incurred in
      their defense of Executive’s action.

     

    
      	 	
              3.

            	
              Denial
                of Liability

            


    

     

    Executive
      acknowledges and agrees that neither the payment of the Severance Payment under
      the Agreement nor this Waiver and Release is to be construed in any way as
      an
      admission of any liability whatsoever by the Company or any of the other
      Released Parties, by whom liability is expressly denied.

     

    
      	 	
              4.

            	
              Agreement
                Not to Seek Further Relief

            


    

     

    Executive
      acknowledges and agrees that he has not, with respect to any transaction or
      state of facts existing prior to the date of execution of this Waiver and
      Release, filed any complaints, charges or lawsuits against any of the Released
      Parties with any governmental agency or any court or tribunal, with respect
      to
      any Claims related to Executive’s employment or the termination thereof as
      provided in Section 1 hereof, and that he will not do so at any time hereafter.
      Executive further acknowledges and agrees that he hereby waives any right to
      accept any relief or recovery, including costs and attorneys’ fees, that may
      arise from any charge or complaint before any Federal, state or local court
      or
      administrative agency against the Released Parties.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	 	
              5.

            	
              Company
                Property

            


    

     

    Executive
      agrees that he will not retain or destroy, and will immediately return to the
      Company, any and all property of the Company in his possession or subject to
      his
      control, including, but not limited to, keys, credit and identification cards,
      personal items or equipment provided for his use, customer files, and
      information, all other files and documents relating to the Company and its
      business, together with all written or recorded materials, documents, computer
      disks, plans, records or notes or other papers belonging to the Company.
      Executive further agrees not to make, distribute or retain copies of any such
      information or property.

     

    
      	 	
              6.

            	
              Non-Competition

            


    

     

    6.1 During
      the period beginning on the date hereof and ending on the earlier of (i) six
      (6)
      months from the date of a Qualifying Termination, or (ii) the final installment
      of the Severance Payment as provided in the Agreement (the “Restricted Period”),
      the Executive shall not, directly or indirectly, undertake or perform services
      in or for, or render services to, participate in, or have any financial interest
      in, or engage in, any business competitive to that of the business of the
      Company or its subsidiaries or affiliates (collectively, the “Affiliated
      Companies”) or solicit for employment or employ any employee of the Company or
      the Affiliated Companies. For purposes hereof, a business shall be deemed
      competitive if it is conducted in any geographic or market area in which the
      Company or any of the Affiliated Companies are engaged in business during the
      Restricted Period and involves the development, design, manufacture, marketing,
      packaging, sale or distribution of any products developed, designed,
      manufactured sold or distributed, or the offering of any services offered,
      by
      the Company or any of the Affiliated Companies; and the Executive shall be
      deemed directly or indirectly to engage in such business if he, or any member
      of
      his immediate family (i.e., his spouse and children and their respective spouses
      and children) participates in such business, or in any entity engaged in or
      which owns, such business, as an officer, director, employee, consultant,
      independent contractor, inventor, product developer, partner, individual
      proprietor, manager or as an investor who has made any loans, contributed to
      capital stock or purchased any stock; provided, however, that the Executive
      will
      not at any time utilize the names “Drew,” “Kinro,” “Better Bath,” “Lippert,”
“Lippert Components,” “Zieman,” “Venture Welding,” or “LTM,” or any other names
      used by the Company or the Affiliated Companies, in any business competitive
      to
      that of the business of the Company or any of the Affiliated Companies, or
      any
      patent, trademark, tradename, service mark, logo, copyright or similar
      intellectual property, whether or not registered, of any of the Company or
      the
      Affiliated Companies, or any proprietary information of any of the Company
      or
      the Affiliated Companies. The foregoing, however, shall not be deemed to prevent
      the Executive from investing in securities if such class of securities in which
      the investment is made is listed on a national securities exchange or is of
      a
      company registered under Section 12(g) of the Securities Exchange Act of 1934,
      and such investment represents less than five (5%) per cent of the outstanding
      securities of such class.

     

    6.2 The
      Executive agrees that all products, packaging, inventions, designs, patents,
      patent applications, creations, ideas, techniques, methods, copyrightable
      materials, software, whether or not registered, or any portions thereof, and
      any
      improvements or modifications thereon, and any applications with respect to
      each
      of the foregoing, and any know-how or procedures related thereto (whether or
      not
      patentable), which relate to the business and products of the Company or the
      Affiliated Companies, conceived, invented, discovered or executed by the
      Executive, whether or not marketed or utilized by the Company or any of the
      Affiliated Companies, shall be the sole and exclusive property of the
      Company.

     

    
      
         

      

      
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              7.

            	
              Confidentiality
                Agreement

            


    

     

    Executive
      acknowledges that the terms of this Waiver and Release are confidential.
      Accordingly, Executive agrees not to disclose or publish to any person or
      entity, except as required by law or as necessary to prepare tax returns, the
      terms and conditions or sums being paid in connection with this Waiver and
      Release.

     

    
      	 	
              8.

            	
              Acknowledgment

            


    

     

    Executive
      acknowledges that he has carefully read and fully understands the terms of
      this
      Waiver and Release and the Agreement and that this Waiver and Release is
      executed by Executive voluntarily and is not based upon any representations
      or
      statements of any kind made by the Company or any or the other Released Parties
      as to the merits, legal liabilities or value of his claims. Executive further
      acknowledges that he has had a full and reasonable opportunity to consider
      this
      Waiver Release and that he has not been pressured or in any way coerced into
      executing this Waiver and Release.

     

    
      	 	
              9.

            	
              Choice
                of Laws

            


    

     

    9.1 This
      Waiver and Release and the rights and obligations of the parties hereto shall
      be
      governed and construed in accordance with the laws of the State of New York.
      

     

    9.2 Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      United States District Court located in White Plains, New York over any suit,
      action or proceeding arising out of or relating to this Agreement. Each party
      hereby irrevocably waives to the fullest extent permitted by law, (i) the right
      to a trial by jury; (ii) any objection that they may now or hereafter have
      to
      the venue of any such suit, action or proceeding brought in any such court;
      or
      (iii) any claim that any such suit, action or proceeding has been brought in
      an
      inconvenient forum. Final judgement in any suit, action or proceeding brought
      in
      any such court shall be conclusive and binding upon each party duly served
      with
      process therein and may be enforced in the courts of the jurisdiction of which
      either party or any of their property is subject, by a suit upon such
      judgement.

     

    
      	 	
              10.

            	
              Severability

            


    

     

    Except
      for the waiver and release contained in Section 1 hereof, if any provision
      of
      this Waiver and Release is unenforceable or is held to be unenforceable, such
      provision shall be fully severable, and this Waiver and Release and its terms
      shall be construed and enforced as if such unenforceable provision had never
      comprised a part hereof, the remaining provisions hereof shall remain in full
      force and effect, and the court construing the provisions shall add as a part
      hereof a provision as similar in terms and effect to such unenforceable
      provision as may be enforceable, in lieu of the unenforceable provision. In
      the
      event that the release contained in Section 1 hereof is unenforceable or is
      held
      to be unenforceable, the parties understand and agree that the remaining
      provisions of this Waiver and Release shall be rendered null and void and that
      neither party shall have any further obligation under any provision of this
      Waiver and Release

     

    
      
         

      

      
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              11.

            	
              Entire
                Agreement

            


    

     

    This
      document contains all terms of the Waiver and Release and supersedes and
      invalidates any previous agreements or contracts regarding the same subject
      matter. No representations, inducements, promises or agreements, oral or
      otherwise, which are not embodied herein shall be of any force or effect.


     

    IN
      WITNESS WHEREOF, the undersigned acknowledges that he has read this Waiver
      and
      Release Agreement and sets his hand and seal this ____ day of ____________,
      200_.

     

    


    
      	 	_________________________________
	 	Joseph S. Giordano
              III


    

     

    


    Sworn
      to
      and subscribed before me this 

    _____
      day
      of ______________, 200_

    


    


    _______________________________

    Notary
      Public

    


    My
      Commission Expires:

    


    _____________________

    


    
      
         

      

      
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