**Exhibit 10.20****EXECUTIVE EMPLOYMENT AGREEMENT**     This Executive Employment Agreement (“Agreement”) is made as of ___, 2005, betweenDAY INTERNATIONAL, INC., a Delaware corporation (“Company”) and Thomas J. Koenig (“Executive”).     **1. Background Facts.**The Company is a subsidiary of Day International Group, Inc. (“Parent”).The Executive is currently employed by the Company as its Vice President & CFO. The Board ofDirectors of the Company and the Parent want the Executive to continue serving the Company, tocompensate the Executive for this service, and to establish certain rights of the Executive.     **2. Term of this Agreement.**The Executive’s employment under this Agreement begins on thedate hereof, and ends on the Termination Date defined below.     At all times during the Executive’s employment with the Company, the Executive shall beemployed on an at-will basis, thereby enabling the Company or the Executive to terminate theExecutive’s employment at any time, with or without cause, including without limitation, as Causeis defined below. If the Company terminates the Executive other than for Cause, the Company willprovide thirty (30) days’ written notice of termination; provided, however, that the Company, inits sole discretion, may provide thirty (30) days’ salary and benefits in lieu of such notice.Further, the Executive may terminate his employment with the Company upon thirty (30) days’ writtennotice; provided, however, that the Company, in its sole discretion, may choose to designate all orpart of such notice period as non-working notice. For purposes of this Agreement, the date on whichthe Executive’s employment under this Agreement ends is the “Termination Date.”     This Agreement terminates when the Executive’s employment terminates, except that theExecutive’s obligation to abide by the Confidentiality and Non-Competition provisions set forth inSection 5 below, shall survive the termination of this Agreement.     **3. Services**. The Executive shall serve as Vice President & CFO of the Company, and shall havethe duties and responsibilities normally carried out by an executive in that capacity, subject tothe supervision and control of the President & CEO or another supervisor, designated by theCompany’s President. The Executive shall devote his best efforts and all of his normal businesstime (vacations and other absences permitted under the policies of the Company excepted) to thebusiness of the Company, and will faithfully, diligently, honestly and to the utmost of theExecutive’s ability perform all duties and responsibilities as may be designated by his supervisor,or another supervisor designated by the Company’s President from time to time.     **4. Compensation**. The Executive shall receive the following compensation:     (a) A base salary (“Base Compensation”) at the annual rate of $200,000, or at a higherrate as may be determined from time to time by the Company in its sole discretion, payablein installments under the practice followed by the Company for the Executive;
 

 
     (b) Executive — Pay For Performance (“E-PFP”) Compensation if both the Company and theExecutive perform at 100 percent of their annual plan targets, which is payable not laterthan the end of the first calendar quarter of the following year, under the Company E-PFPguidelines then in effect; and     (c) Employee “Associate” benefits under the policies and practices of the Company forthe Executive, as may be amended from time to time.     **5. Confidentiality and Non-Competition by Executive.**In the course of the Executive’semployment with the Company, the Executive will continue to have access to confidential businessinformation of the Company and its affiliates (“the Day Group”), including information aboutcustomers, and about business strategies, techniques, products, and practices that is not generallyknown in the industry (“Confidential Information”). The Executive recognizes that the informationprovided is confidential and provides a business advantage to the Day Group, and that itsrelationships with its customers are of substantial value to the Day Group. The Executive shallnot, at any time during or after his employment hereunder, use or disclose such ConfidentialInformation, except to authorized representatives of the Day Group or the client or as required inthe performance of his duties and responsibilities hereunder. The Executive shall return allclient and/or Day Group property, such as computers and software, and documents (and any copiesincluding in machine or human-readable form), to the Company when his employment terminates,regardless of the circumstances giving rise to such termination. The Executive shall not berequired to keep confidential any information which is or becomes publicly available or is alreadyin his possession (unless obtained from the Day Group or one of its clients). Further, theExecutive shall be free to use and employ his general skills, know-how and expertise, and to use,disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills,including those gained or learned during the course of the performance of any services hereunder,so long as the Executive applies such information without disclosure or use of any ConfidentialInformation.     In addition to the Company’s providing the Executive access to Confidential Information, theparties anticipate that the Company will continue to make a substantial investment in theExecutive. The Executive acknowledges that the Day Group’s business is not only in the UnitedStates but worldwide, so that restricting the Executive’s competitive activities worldwide isreasonable. The Executive further acknowledges that the following restrictions are reasonable toprotect the Day Group’s legitimate business interests in its business information, its customerrelationships, and the Company’s investment in the Executive:     (a) During the Executive’s employment and for a period of two years thereafter, theExecutive will not compete in any way with the business of the Day Group or otherwise engagein any business competitive with or detrimental to the business of the Day Group. Thispromise not to compete includes, but is not limited to, a promise that the Executive willnot engage in any of the following activities:     (i) the Executive will not work with, for, or have any interest in, anyorganization that competes with the Day Group;
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     (ii) the Executive will not attempt to persuade any customer, supplier, orpotential customer or supplier of the Day Group that they should not do businesswith the Day Group, should reduce their purchases of the Day Group’s products orservices, or should do business with a competitor of the Day Group;     (iii) the Executive will not sell or aid in the sale of any products orservices that are competitive with any services or products of the Day Group to anycustomer or potential customer of the Day Group; and     (iv) the Executive will not solicit, encourage or persuade any associate of theDay Group to terminate his or her employment with the Day Group, or to take anyaction that adversely affects their ability to carry out their employment dutieswith the Day Group.     (b) The Executive acknowledges that any breach of the terms of this Agreement by theExecutive will cause irreparable harm to the Day Group and that money damages would not besufficient to provide a fully adequate remedy for such a breach. Therefore, in the event ofa breach or threatened breach of any term of this Section 5, the Day Group will be entitledto temporary, preliminary and permanent injunctive relief without any requirement of bond,in addition to any other legal or equitable remedies to which the Day Group may be entitled.If the Executive engages in any breach of Subsection 5(a) prior to the entry of a courtorder prohibiting such conduct, then the two-year non-compete period under Subsection 5(a)will be extended by the same period of time that Associate engaged in the breach prior tothe entry of the court order. The Executive also acknowledges that he is sophisticated inbusiness, and that the restrictions and remedies set forth in this Agreement do not createan undue hardship on him and will not prevent him from earning a livelihood.     (c) If it shall be found by a court or arbitrator of competent jurisdiction that anysuch restriction or remedy is unenforceable but would be enforceable if some part thereofwere deleted or modified, then such restriction or remedy shall apply with such modificationas shall be necessary to make it enforceable to the fullest extent permissible under law.     **6. Payments to the Executive Upon His Resignation or Termination by the Company for Cause.**Ifthe Executive resigns from his employment with the Company, the Company will pay the Executiveunpaid Base Compensation earned up to the Termination Date, if any, and any unpaid E-PFPCompensation earned under the E-PFP guidelines for the completed calendar year prior to theTermination Date, if any, and the Executive will not be entitled to any further payments of anykind whatsoever.     If the Executive is terminated by the Company for “Cause” at any time, the Company will paythe Executive unpaid Base Compensation earned up to the Termination Date, if any, and the Executivewill not be entitled to any further payments of any kind whatsoever.
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     For purposes of this Agreement, “Cause” means:     (a) the Executive’s repeated failure to perform substantially Executive’s duties as anassociate, including but not limited to the Executive’s repeated failure to comply with thereasonable and lawful directives of the President & CEO or another supervisor designated bythe Company’s President;     (b) the Executive’s commission of a crime that constitutes a felony or is a materialviolation by the Executive of any federal, state or foreign securities laws;     (c) the Executive’s commission of another criminal act or act of material dishonesty,disloyalty or misconduct by the Executive (specifically excluding traffic offenses andsimilar acts) if it is materially injurious to the property, operations, business, orreputation of the Company or any of its affiliates; or     (d) the breach by the Executive of Section 5 of this Agreement.     Any such termination for Cause will be accompanied by a written statement of the reasons.     **7. Payment to the Executive Upon Termination by the Company Other Than For Cause.**If theCompany terminates the Executive’s employment for reasons other than Cause, the Company will paythe Executive a lump sum payment equal to:     (a) unpaid Base Compensation earned up to the Termination Date;     (b) unpaid E-PFP Compensation earned under the E-PFP guidelines for the completedcalendar year prior to the Termination Date, if any; and     (c) an amount equal to the Executive’s then current Base Compensation for atwelve-month period plus annualized E-PFP Compensation for the plan year in which theTermination Date occurs, based on 100 percent of annual plan target.     The Executive will not be entitled to any further payments of any kind whatsoever. Payment under2((c) above, if any, will be made only if, after the Termination Date, the Executive timely deliversto the Company a Separation Agreement and Release in a form determined by the Company (which willbe substantially similar to Exhibit A).     **8. Payment to the Executive Upon Termination Due to Death or Disability.**If the Executive’semployment is terminated due to his death or disability, as defined below, the Company shall paythe Executive or his estate, as appropriate:     (a) unpaid Base Compensation earned up to the Termination Date;     (b) any unpaid E-PFP Compensation earned under the E-PFP guidelines for the completedcalendar year prior to the Termination Date, if any; and
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     (c) pro rata E-PFP Compensation for the year in which the Termination Date occurs,based on the portion of the current E-PFP period up to the Termination Date and based on theactual performance of the Company for the year;     The Executive shall not be entitled to any further payments of any kind whatsoever. Amountsfor (a) and (b) above will be paid promptly after the Termination Date and amounts for (c) abovewill be paid in accordance with Company policy with respect to the payment of E-PFP Compensation asin effect at the time. For purposes of this Agreement, “disability” means that, due to a physicalor mental condition, the Executive is unable to perform his duties under this Agreement for aperiod of 180 days, whether or not consecutive.     **9. Tax Withholding**. The payments and benefits under this Agreement may be compensation and assuch may be included in either the Executive’s W-2 earnings statements or 1099 statements. TheCompany may withhold from any amounts payable under this Agreement such federal, state or localtaxes as shall be required to be withheld pursuant to any applicable law or regulation.     **10. Notices.**All notices shall be in writing and delivered or mailed by registered orcertified mail, return receipt requested, to the following addresses: If to the Company, at itsoffices at P.O. Box 338, Dayton, Ohio 45401-0338, Attention: President; and if to the Executive,856 Oaknoll Drive, Springboro, OH 45066, or to such other address as the Company or Executive mayprovide to the other in writing for such purpose.     **11. Assignment and Successors.**This Agreement shall be assignable by the Company to apurchaser in a sale, without the written consent of the Executive. If the sale is of assets, theCompany shall be released from all obligations upon assignment and acceptance by the purchaser andthe purchaser, as successor, shall thereafter be deemed to be the “Company” for purposes of thisAgreement.     The Executive may not assign, pledge or encumber his interest in this Agreement or any parthereof without the express written consent of the Company, this Agreement being personal to theExecutive and the beneficiaries designated by him.     **12. Governing Law.**This Agreement shall be governed by and construed under the laws of thestate of Ohio.     **13. Partial Invalidity.**If any provision in this Agreement is held by a court of competentjurisdiction to be invalid, void or unenforceable, the remaining provisions shall neverthelesscontinue in full force and effect without being impaired or invalidated in any way.     **14. Arbitration.**All disputes involving “Arbitrable Claims,” as defined below, shall besubmitted to binding arbitration in Ohio to a single arbitrator chosen in accordance with the rulesof the American Arbitration Association (“AAA”) and conducted in accordance with the AAA’s NationalRules for the Resolution of Employment Disputes. “Arbitrable Claims” are disputes arising out ofor relating to this Agreement, including its breach, termination or validity, and disputes in anyway relating to Executive’s employment or termination of his employment with the Company. By wayof example only, this includes claims
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under common law and under local, state and federal statutory authority, such as the Americans withDisabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, andthe Family and Medical Leave Act. The arbitrator’s decision shall be final and binding upon theparties and those who may have derivative claims through the parties, and shall be entitled toenforcement in any court of competent jurisdiction. Unless a controlling law or court decisionprovides otherwise, the costs and expenses of the arbitrator shall be shared equally by theparties. This arbitration procedure does not prohibit the Company and the Day Group from filing anaction in court for injunctive relief for breach or threatened breach of the Executive’sobligations regarding non-competition, confidentiality, or other matters involving the Day Group’sproprietary interests.     **15. Entire Agreement.**This Agreement constitutes the entire agreement between the partieswith respect to the matters addressed, and all prior negotiations, understandings, representations,and agreements (including, without limitation, any and all prior employment agreements), whetheroral or written, of any nature whatsoever, about terms and conditions of employment are merged intoand superseded by this Agreement. However, (a) this Agreement contemplates continuation of E-PFPCompensation, but to the extent that any other documents or statements describing the Executive’sE-PFP are inconsistent with this Agreement, this Agreement will control, and (b) this Agreementshall not supersede any Conflicts of Interest Certificate or any Invention Agreement to which theExecutive and the Company or any of its affiliates are parties. This Agreement cannot be changed,modified, or terminated unless in writing and signed by the parties.DAY INTERNATIONAL, INC.           By:     Date:   , 2005             Dennis R. Wolters