**EXHIBIT 10.1**

 

**RETIREMENTAGREEMENT**

 

**THIS AGREEMENT** madethis 2nd day of December, 1998, between **HAWKINSCHEMICAL, INC**. (“Hawkins”) and **HOWARD M. HAWKINS**(“HMH”).

 

**WHEREAS**, HMH hasbeen employed as Vice President and Treasurer of Hawkins; and

 

**WHEREAS**, Hawkins andHMH have agreed that it is appropriate to provide for the future retirementfrom employment by HMH;

 

**NOW, THEREFORE**, inconsideration of the foregoing premises, the parties agree and covenant asfollows:

 

1.                                       **Resignation**. Effective September 30,1999, or such earlier time as HMH shall desire, HMH shall resign from alloffices which he holds at Hawkins or any subsidiary of Hawkins, except as amember of the Hawkins Board of Directors or a member of the Hawkins ExecutiveCommittee and as a trustee of qualified plans. HMH shall also resign as atrustee of the qualified plans at such times as a corporate trustee isappointed for each such plan.

 

At all times after such resignation and priorto reaching early retirement, HMH shall be available for consultation byHawkins by telephone, and in an emergency, Hawkins may require HMH to performcertain duties consistent with HMH’s experience and level of performance, notto exceed 30 days at any one time nor 90 days in any one year.

 

2.                                       **Compensation**. Hawkins shall pay toHMH, commencing upon such resignation on or before October 1, 1999, annualcompensation of $110,000 for a period of six consecutive years, payable inaccordance with the customary payroll practices of Hawkins for its employees.

 

HMH shall remain as an employee (withoutduties) until the termination of such six-year period and shall receivecontributions to qualified plans, but there shall be no payment for directors’fees or out-of-pocket expenses, including car or gasoline allowances, and thereshall be no annual or periodic bonuses. HMH shall also be entitled toparticipate in the Employee Stock Purchase Plan.

 

3.                                       **Insurance**. Hawkins shall continueHMH’s Hawkins medical and other insurance benefits as they existed before hisresignation as an officer and until he reaches age 65. The cost of providingsuch benefits shall be shared by Hawkins and HMH in accordance with the termsof such benefit programs as they exist during such period, and if any paymentis required from HMH, it shall be withheld in accordance with the customarypractices for all other employees, or if withholding is impracticable, it shallbe promptly reimbursed by HMH.

 

4.                                       **Qualified Plan Benefits**. Upon theexpiration of such six-year period, HMH may commence taking benefits from Hawkinsqualified plans, provided he bas then attained early retirement age provided insuch plans.

 

5.                                       **Automobile**. HMH shall receive titleto his company automobile at the time that his resignation as an officer shallbecome effective.

 

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6.                                       **Taxes**. HMH assumes responsibilityfor any federal, state, or local income tax liability which may arise as aresult of payments made to him pursuant to this Agreement.

 

7.                                       **Confidentiality; Competition**. HMHacknowledges that as Vice President and Treasurer of Hawkins he has becomefamiliar with trade secrets, know-how, executive personnel, strategies, andother confidential information and data concerning Hawkins and itssubsidiaries. In consideration of the various benefits to HMH arising underthis Agreement, during the term of payments under this Agreement and for aperiod of two years after, HMH shall not:

 

a.                                       directlyor indirectly own, manage, control, participate in, consult with, or renderservices of any kind for any concern which engages in a business which iscompetitive with any business being conducted by Hawkins or its subsidiariesthroughout the six-year period of payments hereunder, without the priorapproval of Hawkins;

 

b.                                      withoutthe prior approval of Hawkins, become an agent or employee of any publiclytraded corporation or any division or subsidiary of such corporation where morethan 5% of such entity’s business is in competition with any business beingconducted by Hawkins or its subsidiaries during such six-year period, unlessthe annual sales of such organization do not exceed $10 million;

 

c.                                       exceptas required by subpoena or court order, disclose to any other person any suchconfidential information or data; or make any written or oral statement regardingHawkins’ or its subsidiaries’ directors or officers which may have the effectof being detrimental to any of their best interests; or

 

d.                                      participatedirectly or indirectly in any attempt to acquire the business or assets ofHawkins or any subsidiary or in any other manner to interfere with themanagement of Hawkins, whether by friendly or unfriendly means, other thanacting as a director or Executive Committee member of Hawkins.

 

If at the time of the enforcement of this Section 7the court shall hold that the duration, scope, or area of restriction stated inthis section is unreasonable under the circumstances then existing, theparties agree that the maximum duration, scope, or area reasonable under suchcircumstances shall be substituted for the stated duration, scope, or area.

 

In the event of a breach of any of theprovisions of this Section 7 by HMH, Hawkins, in addition to any of therights and remedies existing in its favor, may apply to a court of competentjurisdiction for specific performance or injunctive or other relief in order toenforce or prevent any violations hereof.

 

8.                                       **Cooperation**. HMH shall cooperatewith Hawkins in furnishing testimony or other assistance in connection with theclaims or litigation of any kind against Hawkins or any of its subsidiaries,officers, or directors from time to time but shall be reimbursed for anyout-of-pocket expense in connection therewith.

 

9.                                       **Nonsolicitation**. During the courseof his employment with Hawkins, HMH has become familiar with its employees andthose of its subsidiaries. During said six-year period and for two yearsthereafter he shall not directly or indirectly without the prior writtenpermission of Hawkins induce any person to leave the employ of Hawkins or anysubsidiary of it and enter into employment with him or his then employer, norshall he hire any such individual who approaches him for employment.

 

10.                                 **Claims**.Except for breaches of this Agreement or claims for amounts due pursuant tothis Agreement or benefits under of any Hawkins qualified plans, HMH waives,releases, and discharges Hawkins and its successors, assigns, officers,directors,

 

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employees, and agents from any and all claims which he might have,including claims arising out of his employment with Hawkins and claims arisingunder any federal or state employment policy.

 

11.                                 **Breach ofAgreement**. Upon breach or a threat of breach of any provision ofthis Agreement, either party has the right to pursue all rights and remediesprovided at law or in equity to enforce this Agreement, and Hawkins shall havethe right to suspend any payment to be made by it other than from itstax-qualified plans.

 

If either party must act to enforce thisAgreement, the other party shall reimburse the party so acting for allreasonable costs of enforcement, including attorneys’ fees.

 

12.                                 **EntireAgreement**. This Agreement is the entire agreement between theparties and may be altered or amended only by a written document signed by bothparties. HMH acknowledges that, except as provided in this Agreement, noadditional sums of any kind will be paid to him by Hawkins or its subsidiaries.

 

13.                                 **BindingEffect**. This Agreement is binding upon and inures to, thebenefit of the parties, their heirs, successors, administrators, and assigns.This Agreement cannot be assigned by either party without the written consentof the other party.

 

14.                                 **SavingsClause**. Should any valid federal or state law or finaldetermination of any agency or court of competent jurisdiction affect anyprovision of this Agreement, the remaining provisions shall otherwise continuein full force and effect.

 

**IN WITNESS WHEREOF**,this Agreement bas been executed by the parties the date first above written.

 
|   | **HAWKINS CHEMICAL, INC.** |
|--------|----------------------------|
|   | ** **                 |
|   |                       |
|   | By                         |  /s/ Dean L. Hahn |   |
|   |                       |    Chief  Executive Officer |
|   |                       |   |
|   |                       |   |
|   |                       |  /s/ Howard M. Hawkins |   |
|   |                       | Howard M. Hawkins, Individually |

 

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