Unassociated Document


    
      Exhibit
10(iii)(A)

       

      
        SEVERANCE
AGREEMENT

         

        AGREEMENT
made this _____ day of ______ 2009, effective as of January 1, 2009, by and
between Drew Industries Incorporated, a Delaware corporation (“Drew”), and
Joseph S. Giordano III (the “Executive”).

        


        WITNESSETH:

         

        WHEREAS,
the Executive has been an executive officer of Drew since 2003 and has made
substantial contributions to the development and success of Drew;
and

        


        WHEREAS,
Drew and the Executive have agreed on certain salary and benefits to be provided
to the Executive if his employment with Drew is terminated without Cause (as
herein defined),

        


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, it is agreed as follows:

        


        1.           Payment on
Termination.

        


        1.1           In
the event Drew terminates the Executive’s employment by Drew or any of its
subsidiaries or affiliates without Cause at any time after the effective date of
this Agreement and prior to December 31, 2011, Drew shall pay and provide to the
Executive the following salary and benefits:

        


        1.1.1                      An
amount equal to the greater of the annual salary paid to the Executive as of (i)
the effective date of this Agreement or (ii) the effective date of the
termination of employment (the “Termination Date”); and

        


        1.1.2                      All
benefits and perquisites provided to the Executive as of the first day of the
year in which the Termination Date occurs, excluding stock options.

        


        1.2           Payment
of salary and provision of benefits shall be made for a period of twelve (12)
months commencing with the first day of the month following the month in which
the Termination Date occurs in accordance with the customary payroll and
benefits practices of Drew.

        


        1.3           For
purposes of this Agreement, the term “Cause” shall have the meaning ascribed to
it in Drew’s Agreement Pursuant to Drew Industries Incorporated 2002 Equity
Award and Incentive Plan (the “Stock Option Agreement”).

        


        1.4           In
the event that applicable laws or regulations prohibit Drew from providing any
of the foregoing benefits, or result in penalties or excess tax imposed on Drew,
Drew may withhold same and will pay the Executive an amount equal to the cost
incurred by the Executive to replace the benefits withheld.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        1.5           Drew’s
obligation to provide, and the Executive’s right to receive, any of the salary
and benefits described in this Section are conditioned on, and are in partial
consideration for, (i) the Executive’s release of any claims he may have against
Drew and its affiliated companies in connection with his employment or
otherwise; and (ii) the Executive’s continued compliance with any obligations he
may have to Drew.

        


        1.6           All
payments made by Drew to the Executive under this Agreement shall be net of any
applicable taxes (local, state, federal or otherwise) or other required or
voluntary withholding or deductions.

        


        1.7           The
Executive shall not be required to mitigate the amount of any payment or benefit
provided under this Agreement by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for under this Agreement be
reduced by any compensation earned by the Executive as a result of employment by
another employer or by any other benefits received by the
Executive.

        


        1.8           In
the event of the death of the Executive prior to December 31, 2011, Drew shall
continue to pay and provide to the beneficiary or heir of the Executive the
salary and benefits which the Executive would have been entitled to receive
hereunder, for a period of six (6) months from the date of death.

        


        1.9           The
Executive shall not be required to change the locale of his current residence
without his consent, or change his place of employment to a location outside of
a radius of 25 miles from Drew’s current office in White Plains, New
York.

        


        1.10           The
Executive’s salary as of the effective date of this Agreement shall not be
reduced other than in accordance with a salary reduction made applicable to all
other “named executive officers” disclosed in Drew’s Proxy Statement, or
adversely modified in any material respect as a result of an involuntary
diminution of his title, status or responsibilities.

        


        2.           Compliance.

        


        2.1           Drew
and the Executive intend that the provisions of this Agreement shall comply in
all respects with the requirements of section 409A of the Internal Revenue Code
of 1986, as amended (the “Code).  Accordingly, notwithstanding
anything in this Agreement to the contrary, all elections to defer,
distributions, and all other aspects of this Agreement, shall be made in
compliance with Section 409A of the Code and any regulations or other guidance
thereunder.  To the extent required, this Agreement will be revised
and amended in order to comply with the provisions of Section 409A of the Code,
as amended from time to time, and any regulations or guidance thereunder as
described in Notice 2008-13 or other guidance thereunder.

        


        2.2           In
no event shall the Executive receive any awards which are deemed to be deferred
compensation under the provisions of Section 409A of the Code, unless all
aspects of such awards meet the requirements of Section 409A of the
Code.

        


        
          
            
            

          

          
            -1-

            
              

            

          

          
            
            

          

        

        2.3           All
salary and benefits, in whatever form, payable pursuant to this Agreement shall
be subject in all respects to the terms, provisions and conditions of the Drew
Industries Incorporated 2002 Equity Award and Incentive Plan, as amended from
time to time.

        


        3.           Notices.

        


        3.1           All
notices and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person, telegram, facsimile or other standard form of telecommunication, or by
registered or certified post-paid mail, return receipt requested, and addressed
as follows, or to such other address as any party may notify the other in
accordance with the provisions hereof:

         

        
          	
                   
      

                	
                  To
      Drew:

                	
                  Drew
      Industries Incorporated

                


        

        
          	
                   
      

                	
                  200
      Mamaroneck Avenue

                


        

        
          	
                   
      

                	
                  White
      Plains, New York 10601

                


        

        
          	
                   
      

                	
                  Attention:
      President and CEO

                


        

        Telephone:  (914)
428-9098

        Telecopy:  (914)
428-4581

         

        
          
            	
                     
      

                  	
                    

                      To
      the Executive:

                    

                  	
                    
                      Joseph
      S. Giordano III

                    

                  


          

          
          

          
          

          
          

        

         

        4.           Additional
Provisions.

        


        4.1           This
Agreement does not constitute a contract of employment or impose on Drew or the
Executive any obligation to continue the Executive’s employment.

        


        4.2           This
Agreement shall inure to the benefit of and be binding upon Drew, its successors
and assigns, and the Executive, his heirs, executors, administrators and legal
representatives.

        


        4.3           This
Agreement shall not be terminated, voluntarily or involuntarily, by the
liquidation or dissolution of Drew or by the merger or consolidation of Drew
with or into another corporation.

        


        4.4           Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law.  If any provision of
this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision, or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provisions had
never been contained herein.

        


        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

         4.5           This
Agreement shall be governed by the internal laws of the State of New York
without giving effect to principles of conflicts of law.  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 judgment 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
judgment.

        


        4.6           This
Agreement may be executed in one or more counterparts, each of which shall be an
original, but all of which shall be deemed to be one and the same
instrument.

        


        4.7           In
the event of any proceeding involving a claim or dispute arising under this
Agreement, the prevailing party (by motion, on the merits, or otherwise) shall
be entitled to recover, in addition to any remedy awarded in such proceeding,
all costs and expenses, including actual attorneys fees, incurred by the
prevailing party in such proceeding.

        


        4.8           The
headings of this Agreement are for the convenience of reference only and shall
not affect in any manner any of the terms and conditions hereof.

        


        (Signature
Page Follows)

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

        IN
WITNESS. WHEREOF,
Drew has caused these presents to be signed by its duly authorized officer, and
the Executive has hereunto set his hand the day and year first above
written.

         

        
          
            	 	DREW
      INDUSTRIES INCORPORATED	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	 	 
	 	 	 	 
	 	 	Joseph
      S. Giordano III	 


          

        

        
        

        


        
          
            
            

          

          
            -4-