Exhibit 10.1
    

    

    

    

    

    
      Dear Raj:
    

    

    

    
      October 12, 2009
    

    

    

    
      We are very pleased to offer you employment with X-Rite, Incorporated as
      Executive Vice President and Chief Financial Officer, reporting to the
      CEO based in Grand Rapids, Michigan.  I have outlined the particular
      terms of your employment below:
    

    

    

    	
        Salary: Your salary will be set at a weekly rate of $5,769.23
        ($300,000 annually). As a result of the current 5% company furlough
        program, your starting salary will be paid at the weekly rate of
        $5,480.77 ($285,000.00 annually). Performance evaluations occur after
        90 days of employment and annually in the 1st quarter.
      
	
        Short-Term Incentive Plan: You will be eligible to participate
        in the Management Incentive Plan that will enable you to earn 48% of
        your annual salary at target performance ($144,000.00 per year).
        Should there be any variable incentive payout for 2009, you will be
        entitled to a prorated portion based on your service with X-Rite.
        Typically, STI cash awards are capped at 200% of target (e.g. $144,000
        target and $288,000.00 max). In 2009 and 2010, due to market and
        company conditions, STI cash awards are capped at 110% of target (e.g.
        $144,000 target and $158,400.00 max). For 2010, X-Rite will guarantee
        a payment of 50% of your target short-term incentive plan.
      
	
        Long-Term Incentive: Is comprised of both stock options and
        performance-based restricted stock. The current mix is 50% of the
        annual targeted LTI value in the form of restricted stock and 50% in
        the form of stock options. Targeted LTI levels are based on X-Rite
        comparator group at the 50th percentile. When you join, you
        will receive a grant of 200,000 options and 200,000 in restricted
        stock. The pricing for the options will be the closing price on the
        day you join the company. Your options and restricted stock will vest
        as per the attached schedule. The performance targets for performance
        based restricted stock are currently under review by the Board of
        Directors. These targets will be communicated to you when they are
        agreed by the Board. It is likely that in 2012 we will return to an
        annual LTI grant. Equity ownership guidelines have been established by
        the Board. It is expected that within 3 years of service as an
        executive band employee, you will hold 2 times your base salary in
        X-Rite stock, restricted stock, or stock options. All executive
        compensation plans are reviewed and modified from time-to-time based
        on market conditions and at the discretion of the Board of Directors.
      
	
        One-Time Award: You will be entitled to a one-time payment of
        $15,000.00, to be paid within two weeks of your start date.
      
	
        Vacation: You will be entitled to four weeks vacation and will
        remain at that level until your X-Rite service entitles you to
        additional vacation under X-Rite's normal vacation policy. Also, you
        are immediately eligible for company holidays scheduled during each
        calendar year.
      
	
        Relocation Assistance: You will receive relocation benefits per
        the attached Relocation Guidebook. Because of our agreement that you
        will relocate to West Michigan immediately, we will supplement your
        sixty day temporary living allowance by granting you a $2,000/month
        payment for the shorter of ten months or the close of the sale of your
        house in Indianapolis.
      
	
        Insurance and Other Fringe Benefits: Your medical and dental
        benefits will begin after 30 days of employment. Please see the
        enclosed benefit outline for additional details. A Human Resources
        Representative will meet with you to explain the entire package in
        detail once you begin your employment.
      


    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    	
        401K Program: You may begin the enrollment process in X-Rite’s
        401(K) program immediately. The company is currently in suspension
        regarding its contributions to the 401(K) plan. These contributions
        will be reinstated at the earliest possible moment as business
        conditions dictate.
      
	
        Severance Provision: You will be provided severance benefits
        for 12 months under the X-Rite “Confidential Severance Agreement and
        Release” for Executive Band participants unless your employment is
        terminated for engaging in conduct involving dishonesty, fraud,
        conduct intentionally injurious to X-Rite or if you voluntarily
        terminate your employment from X-Rite.
      
	
        Change of Control: In the event a Change in Control may arise
        you will be eligible to participate in the X-Rite, Incorporated
        Change-in-Control Severance Plan for Senior Executives. This Plan will
        allow you to be aligned with all CIC provisions associated with 24
        months of compensation and benefits.
      


    
      No other benefits have been discussed outside of the enclosed benefits
      and this offer letter.  This offer of at–will employment is contingent
      upon passing a drug screen before your initial start date, and signing a
      Confidential and Proprietary Information Agreement.  Please bring
      identification to satisfy government I-9 requirements.  On your first
      day of employment with X-Rite we will schedule a new employee
      orientation.  
    

    

    

    
      Please indicate your acceptance in writing by signing below and
      returning one original to us on or before October 13, 2009.  To expedite
      the process you may fax a copy of this acceptance confidentially to
      (616) 803-3832.  Your fax will be received confidentially by my office.
    

    

    

    
    	
          Sincerely,
        	

        
	

        	
           
        
	
          /s/ John Ireland
        	

        
	
          John Ireland
        	

        
	
          Vice President, Human Resources
        	

        


    

    

    

    
    	
          
            Acknowledged:
          

        	
          
            /s/ Rajesh K. Shah
          

        	
           
        	
          
            10/13/2009
          

        
	

        	
          
            Rajesh K. Shah
          

        	

        	
          
            Date