Exhibit
4.4.1.5


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is
entered into as of August 1, 2001 by and between Rinker Materials
Corporation, a Georgia corporation (the “Company”), and Sharon DeHayes (the “Executive”).


 


WHEREAS, the parties wish
to provide for the continued employment of the Executive by the Company on the
terms and conditions herein set forth; and


 


WHEREAS, the parties wish
to formalize their present understanding of the terms of employment of the
Executive and provide a base upon which any future amendments to their
relationship can be developed;


 


NOW THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the parties hereby agree
as follows:


 


1.                                       Term of
Employment.  The Company
hereby agrees to continue the Executive in its employ and the Executive hereby
agrees to remain in the employ of the Company for a period commencing on
July 1, 2001 (the “Effective Date”) and ending on the third anniversary of
such date (the “Employment Period”).  The Employment Period will automatically be
extended on the first anniversary of the Effective Date (and on each
anniversary thereafter) for an additional one-year period unless either party
to this Agreement gives the other party hereto written notice of its intention
not to extend the Employment Period at least 180 days prior to the applicable
anniversary date.


 


2.                                       Position
and Duties.  During the
Employment Period, the Executive shall be employed as the Vice President,
Cement Division of the Company and shall report directly to the Chief Executive
Officer.  The Executive’s duties and
responsibilities to the Company shall at all times be consistent with her
position as an executive officer of the Company.  During the Employment Period, and excluding any periods of
vacation and other leave to which the Executive is entitled, the Executive
agrees to devote all of her time and attention during normal business hours to
the business and affairs of the Company and to use her reasonable best efforts
to perform faithfully and efficiently the duties and responsibilities assigned
to her hereunder.  During the Employment
Period it shall not be a violation of this Agreement for the Executive to serve
on corporate, civic or charitable boards or committees, deliver lectures,
fulfill speaking engagements or teach at educational institutions and devote
reasonable amounts of time to the management of her and her family’s personal
investments and affairs, so long as such activities do not significantly
interfere with the performance of the Executive’s responsibilities as an


 

















 


employee of the Company in accordance with this Agreement.  It is expressly understood and agreed that
to the extent that any such activities have been conducted by the Executive
prior to the Effective Date, the reinstatement or continued conduct of such
activities (or the reinstatement or conduct of activities similar in nature and
scope thereto) subsequent to the Effective Date shall not thereafter be deemed
to interfere with the performance of the Executive’s responsibilities to the
Company.  The Executive’s principal
place of employment shall be the executive offices of the Company in West Palm
Beach, Florida or any location less than 30 miles from such location, although
the Executive understands and agrees that she may be required to travel from
time to time for business purposes.


 


3.                                       Compensation
During the Employment Period. 
During the Employment Period, the Executive shall be compensated as
follows:


 


(a)                                  Annual
Base Salary.  The
Executive shall be paid a base salary (“Annual Base Salary”) at the rate of $220,000 per
annum.  The Executive’s Annual Base
Salary will be paid in accordance with the Company’s regular payroll practices
applicable to its executive officers, as established from time to time.  The rate of Annual Base Salary shall be
reviewed at least annually by the Board of Directors of CSR America, after
consideration of the recommendations of the Chief Executive Officer, and may be
increased, but not decreased, on the basis of such review.


 


(b)                                 Annual
Bonus.  In addition to
Annual Base Salary, the Executive shall be eligible to earn, for each fiscal
year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in
cash based upon the Company achieving one or more performance goals and targets
set in good faith by the Board of Directors of the Company after reasonable
consultation with the Chief Executive Officer. 
The target amount for the Annual Bonus for each fiscal year (the “Target Amount”) shall
be 40% of the Executive’s Annual Base Salary, subject to the achievement of the
performance goals and targets for such year. 
The Annual Bonus payable to the Executive for a fiscal year may be
greater than the Target Amount based upon performance in excess of the target
or targets set by the Board of Directors for that year, and may be equal to 0%
of the Target Amount in the case of performance below the target or targets for
that year.  The Annual Bonus paid to the
Executive shall be determined in accordance with criteria set by the Board of
Directors after reasonable consultation with the Chief Executive Officer.  Each fiscal year during the Employment
Period, the Company will establish an annual bonus plan in which the Executive
will participate (the “Annual Plan”) and that will provide the Executive with a
bonus opportunity not less than that described above in this
Subsection (b). The Annual Bonus for a given fiscal year shall be paid no
later than the end of the third month of the fiscal year next following the
fiscal year for which the Annual Bonus is awarded.


 


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The amount of the Annual
Bonus for any partial fiscal year during the Employment Period shall be
prorated by multiplying the amount of the Annual Bonus that would be paid to
the Executive for the full fiscal year by a fraction, the numerator of which
shall be the number of days in such fiscal year occurring during the Employment
Period, and the denominator of which shall be 365.


 


(c)                                  Long Term
Incentive Compensation. 
During the Employment Period, the Executive shall be entitled to
participate in all incentive compensation plans, practices, policies, and
programs maintained by the Company for its senior executives at a participation
level reflecting the Executive’s position and on terms and conditions no less
favorable than those available to any other peer executive, including, but not
limited to, the CSR America, Inc. Long Term Incentive Plans as they may be
amended from time to time.


 


(d)                                 Savings
and Retirement Plans. 
During the Employment Period, the Executive shall be entitled to
participate in all savings and retirement plans, practices, policies, and
programs maintained by the Company as may be in effect from time to time with
respect to other peer executives of the Company.  In addition, subject to the Company’s right to terminate such
plan, during the Employment Period the CSR America, Inc. Supplemental Executive
Profit Sharing 401(k) Plan (the “SERP”) shall remain in full force and effect and the
Executive shall continue to accrue additional benefits during the Employment
Period under the SERP in accordance with the terms and conditions thereof. At
all times during the Employment Term unless the SERP is otherwise terminated,
the terms and provisions of the SERP shall be no less favorable to the
Executive than the terms and provisions of the SERP in effect immediately prior
to the Effective Date.


 


(e)                                  Welfare
Benefit Plans.  During
the Employment Period, the Executive and/or the Executive’s family, as the case
may be, shall be entitled to participate in and shall receive all benefits
under all welfare benefit plans, practices, policies, and programs maintained
by the Company (including, without limitation, medical, annual executive
physical, prescription, dental, vision, short-term disability, long-term
disability, group life, and accidental death and dismemberment plans and
programs) as may be in effect from time to time with respect to other peer
executives of the Company.


 


(f)                                    Fringe
Benefits.  During the
Employment Period, the Executive shall be entitled to all fringe benefits and
other perquisites, including, but not limited to, cellular telephone and
related expenses and a lap top computer, commensurate with those available to
other peer executives of the Company in accordance with the plans, practices,
programs, and policies of the Company as may be in effect from time to time.


 


(g)                                 Car
Allowance.  During the
Employment Period, the Company will pay to the Executive a car allowance of
$1,050 per month during the first year of her employment hereunder.  The amount of this allowance shall increase
by 4% per year during subsequent years.


 


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Such allowance may be used for the costs and expenses associated with
the leasing, use, maintenance, insurance and repair of the Executive’s car.


 


(h)                                 Club
Membership.  During the
Employment Period, the Company will reimburse the Executive up to an amount
equal to 31⁄2% of the Executive’s Annual Base Salary, but not to exceed $8,400,
per year for the cost and expenses (including initiation fees and annual dues)
of social and/or business clubs. The $8,400 limitation on the amount of this
allowance shall increase by 4% per year during subsequent years.


 


(i)                                     Expenses.  During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the policies, practices, and
procedures of the Company as may be in effect from time to time with respect to
other peer executives of the Company.


 


(j)                                     Office
and Support Staff. 
During the Employment Period, the Executive shall be entitled to an
office of a size and with furnishings and other appointments, and to
secretarial and other assistance, as is appropriate to the Executive’s
position, but in no event less than those provided to the Executive by the
Company immediately prior to the Effective Date.


 


(k)                                  Vacation.  During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the policies of the
Company as in effect from time to time with respect to other peer executives of
the Company.


 


4.                                       Termination
of Employment.  Subject
to the provisions of this Section 4, the Company may terminate the
Executive’s employment and the Executive may resign from her employment for any
lawful reason or for no stated reason.


 


(a)                                  Termination
or Resignation in General.  
If, during the Employment Period, the Company terminates the Executive’s
employment or the Executive resigns from her employment, the Company shall pay
the Executive the full amount of the Executive’s Annual Base Salary through the
Date of Termination (as defined in Section 4(e) below) to the extent
accrued but not paid, plus a cash payment (calculated on the basis of the
Executive’s rate of Annual Base Salary then in effect) for all unused paid time
off which the Executive may have accrued as of the Date of Termination.  In addition, in the sole discretion of the
Board, the Company may pay the Executive a pro rata portion of her Annual Bonus
(determined in accordance with Section 3(b)) for the fiscal year of the
Company in which such termination or resignation occurs.  Such Salary and accrued paid time off shall
be paid to the Executive within 30 days following the Date of Termination, and
such Annual Bonus, if any, shall be paid at the time contemplated by
Section 3(b).  (The sum of the
amounts described in this Subsection (a) shall hereinafter be referred to
as the “Accrued Obligations”).


 


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(b)                                 Termination
Without Cause or Resignation for Good Reason.  If, during the Employment Period, the
Company terminates the Executive’s employment other than for Cause or
Disability or the Executive resigns from her employment for Good Reason:


 


(i)                                     the
Company shall pay to the Executive in a lump sum in cash within 30 days
following the Date of Termination the aggregate of the following amounts:


 


(A)                              the
Accrued Obligations payable to the Executive under Section 4(a), except
that the portion of the Accrued Obligations attributable to the Annual Bonus
shall be paid at the time described in Section 4(b)(i) notwithstanding the
timing of payment set forth in Section 4(a) and assuming for purposes of
determining such bonus the achievement of target performance through the Date
of Termination; and


 


(B)                                a
separate lump sum supplemental retirement benefit equal to the difference
between (1) the aggregate value of the Profit Sharing Contribution Account and
Matching Contribution Account (as defined in the CSR America, Inc. Profit
Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as
defined in the SERP) under the SERP that the Executive would receive if (i) the
Executive’s employment continued at the compensation level provided for in
Sections 3(a) and (b) of this Agreement (but assuming that such salary and
bonus each increase 4% per annum) for two years following the Date of
Termination, (ii) the Executive made pre-tax contributions at the highest
permissible rate (disregarding any limitations imposed by the Code, which may
or may not be set forth in the 401(k) Plan) for such two year period, and (iii)
the Profit Sharing Contribution Account, Matching Contribution Account, and
Company Account were fully vested, and (2) the actual aggregate value of the
vested portions of the Executive’s Profit Sharing Contribution Account,
Matching Contribution Account, and Company Account, if any, under the 401(k)
Plan and the SERP;


 


(ii)                                  the
Company shall pay to the Executive for a period of 24 months following the Date
of Termination his then Annual Base Salary and Annual Bonus assuming for
purposes of determining such bonus the achievement of the Target Amount.  Such Annual Base Salary shall be paid at the
time contemplated by Section 3(a) and such Annual Bonus shall be paid at
the time contemplated by Section 3(b). 
In the event of the Executive’s death before all amounts due under the
Subsection (b)(ii) have been paid to the Executive, the amounts payable to
the Executive under this Subsection (b)(ii) shall be paid to the
Executive’s Beneficiary;


 


(iii)                               for
the 24 month period following the Date of Termination or such longer period as
any plan, program, practice or policy may provide (the “Benefit Continuation Period”), the Company
shall continue on the same terms and conditions the benefits to the Executive
and/or the Executive’s family provided to them under the plans, programs,
practices and policies described in Section 3(e) as may be in effect from
time to time with respect to other peer executives of the Company and their
families; provided, however, that if the Executive


 


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becomes re-employed with another employer and is eligible to receive
medical or other welfare benefits under another employer provided plan, the
medical and other welfare benefits described herein shall cease on the date the
Executive becomes a participant in such other plan; and


 


(iv)                              the
Company shall provide the Executive with up to $10,000 for outplacement
services commensurate with those provided to terminated executives of
comparable level made available through and at the facilities of a reputable
and experienced vendor.


 


(c)                                  Termination
for Cause or Resignation Without Good Reason.  If, during the Employment Period, the
Company terminates the Executive’s employment for Cause or the Executive
resigns from her employment without Good Reason, this Agreement shall terminate
without further obligations of the Company to the Executive other than for
payment of Accrued Obligations or as may otherwise be required by law.  In such case, all Accrued Obligations shall
be paid to the Executive in cash at the times described in Section 4(a).


 


(d)                                 Death or
Disability.  If the
Executive’s employment is terminated by reason of her death or Disability
during the Employment Period, this Agreement shall terminate without further
obligations of the Company to the Executive or her legal representatives under
this Agreement, other than for payment of Accrued Obligations or as may
otherwise be required by law.  All
Accrued Obligations shall be paid to the Executive (or his Beneficiary in the
case of his death) in cash at the times described in Section 4(a).


 


(e)                                  Notice and
Date of Termination.  Any
termination by the Company or by the Executive during the Employment Period
shall be communicated by a notice of termination to the other party hereto
given in accordance with Section 11(b) of this Agreement (the “Notice of Termination”).  The Notice of Termination shall indicate the
specific termination provision in this Agreement relied upon, and to the extent
applicable, set forth in reasonable detail all of the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated.  The date of
the Executive’s termination of employment with the Company (the “Date of Termination”)
shall be determined as follows: (i) if the Executive’s employment is terminated
by the Company other than for Cause or Disability, the date specified in the
Notice of Termination, (ii) if the Executive resigns other than for Good
Reason, the later of the date specified in the Notice of Termination or ten
days following the date such notice is received by the Company, (iii) if the
Executive resigns for Good Reason, ten days following the date the Notice of
Termination is received by the Company, (iv) if the Executive’s employment is
terminated by the Company for Cause, the later of the date specified in the
Notice of Termination or ten days following the date such notice is received by
the Executive, (v) if the Executive’s employment is terminated as the result of
her death, the date of death, and (vi) if the Executive’s employment is
terminated by reason of Disability, thirty days following the date the Notice
of Termination is received by the Executive, provided that the Executive shall
not have returned to perform his duties in accordance with Section 2
during such thirty day period.  In the
event the


 


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Executive or the Company fails to set forth in the Notice of
Termination any fact or circumstance which could provide or support a basis for
termination, the Executive or the Company, as the case may be, shall have
waived all of its rights hereunder and be precluded from asserting such fact or
circumstance at a later date in support of the Executive’s or the Company’s
rights hereunder.


 


(f)                                    Certain
Reduction of Payments by the Company.  Notwithstanding anything in this Section 4 to the contrary,
in the event the amounts payable under the preceding provisions of this
Section 4 exceed the maximum amount permitted under the Australian
Corporations Act (the “Maximum Amount”), then the aggregate of amounts payable
to or for the benefit of the Executive pursuant to this Agreement shall be
reduced to the Maximum Amount. This paragraph only applies if the Company is
required to comply with the Australian Corporations Act at the time of
termination.


 


5.                                       Non-exclusivity
of Rights.  Except as
otherwise expressly provided for in this Agreement, nothing in this Agreement
shall prevent or limit the Executive’s continuing or future participation in
any plan, program, policy or practice provided by the Company for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any
plan, policy, practice or program of or any contract or agreement with the
Company at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.


 


6.                                       Full
Settlement.  The
Company’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action
which the Company may have against the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and, except as otherwise expressly provided for in this Agreement, such amounts
shall not be reduced whether or not the Executive obtains other employment.


 


7.                                       Protective
Covenants.


 


(a)                                  No
Competing Employment.  For
so long as the Executive is employed by the Company and continuing for two
years after the Date of Termination (such period being referred to hereinafter
as the “Restricted Period”),
the Executive shall not, directly or indirectly, own an interest in, manage,
operate, join, control, lend money or render financial or other assistance to
or participate in or be connected with (irrespective of whether or not you
receive remuneration for such activity), as an officer, employee, partner,
stockholder, consultant or


 


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otherwise, any individual, partnership, firm, corporation or other
business organization or entity that competes with the Company, its parent or
any of their subsidiaries (collectively, the “Group”).


 


(b)                                 No
Solicitation.  During the
Restricted Period, the Executive shall not, whether for her own account or for
the account of any other individual, partnership, firm, corporation or other
business organization (other than the Group), intentionally solicit, endeavor
to entice away from the Group, or otherwise interfere with the relationship of
the Group with, any person who is employed by or otherwise engaged to perform
services for the Group or any person or entity who is, or was within the then
most recent twelve-month period, a customer, client or supplier of the Group.


 


(c)                                  Confidentiality.  The Executive recognizes that the services
to be performed by her hereunder are special, unique and extraordinary in that,
by reason of her employment hereunder, the Executive may acquire Confidential
Information and trade secrets concerning the operation of the Group, the use or
disclosure of which could cause the Group substantial losses and damages which
could not be readily calculated and for which no remedy at law would be
adequate.  Accordingly, the Executive
covenants and agrees that she will not at any time, except in performance of
her obligations to the Company hereunder or with the prior written consent of
the Company, directly or indirectly disclose to any person any secret or
Confidential Information that the Executive may learn or have learned by reason
of her association with the Group.


 


(d)                                 Exclusive
Property.  The Executive
confirms that all Confidential Information is and shall remain the exclusive
property of the Group.  All business
records, papers and documents (including electronic media or data) kept or made
by Executive relating to the business of the Group shall be and remain the
property of the Group.  Upon the
termination of Executive’s employment with the Company or upon the request of
the Company at any time, the Executive shall promptly deliver to the Company,
and shall not without the consent of the Company retain copies of, any written
materials (including electronic media or data) not previously made available to
the public, or records or documents (including electronic media or data) made
by the Executive or coming into Executive’s possession concerning the business
or affairs of the Group.


 


(e)                                  No
Disparagement.  During
Executive’s employment with the Company and for a period of 24 months following
the Date of Termination, neither the Executive nor the Company and its
directors, officers, agents and affiliates shall make any statement or
communicate any information (whether oral or written) that disparages or
reflects negatively on the other.  The
Company also agrees that it shall not interfere with Executive’s efforts to
obtain subsequent employment.  Nothing
herein shall preclude Executive or the Company from complying with a subpoena
or other lawful process.


 


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(f)                                    Injunctive
Relief.  Without
intending to limit the remedies available to the Company, the Executive
acknowledges that a breach of any of the covenants contained in this Section 7
will result in material irreparable injury to the Group for which there is no
adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of such a breach or threat
thereof, the Company shall be entitled to obtain a temporary restraining order
and/or a preliminary or permanent injunction restraining the Executive from
engaging in activities prohibited by this Section 7 or such other relief
as may be required to specifically enforce any of the protective covenants in
this Section 7.


 


(g)                                 Duration.  The terms of the protective covenants in
this Section 7 shall survive the expiration of this Agreement.


 


8.                                       Indemnification.  The Company will, to the fullest extent
permitted by law, indemnify and hold the Executive harmless from any and all
liability arising from the Executive’s service as an employee, officer or
director of the Company.  The terms of
this indemnification provision shall survive the expiration of this Agreement.


 


9.                                       Successors.


 


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


 


(b)                                 This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.


 


(c)                                  The
Company shall require any successor (whether direct or indirect, by purchase,
merger, statutory share exchange, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place; provided, however, that no such assumption shall relieve the
Company of its obligations hereunder. 
As used in this Agreement, “Company” shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law or otherwise.


 


10.                                 Definitions.  For purposes of this Agreement, the
following capitalized words shall have the meanings set forth below:


 


(a)                                  “Beneficiary” shall
mean the person or persons designated by the Executive in writing to receive
any benefits payable to the Executive hereunder in the event of the Executive’s
death or, if no such person is so designated, the Executive’s estate.  No


 


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beneficiary designation shall be effective unless it is received by the
Company prior to the date of the Executive’s death.


 


(b)                                 “Board” shall mean the
Board of Directors of the Company.


 


(c)                                  “Cause” shall mean
(i) material violations by the Executive of the Executive’s obligations
under Section 2 of this Agreement (other than as a result of incapacity
due to physical or mental illness) which are willful on the Executive’s part,
and which are not remedied in a reasonable period of time after receipt of
written notice from the Company specifying such violations, (ii) willful or
reckless conduct by the Executive which the Board in good faith reasonably
determines could be expected to have a material adverse effect on the business,
assets, properties, results of operations, financial condition or prospects of
the Company, (iii) commission by the Executive of an act or acts involving
fraud, embezzlement, misappropriation, theft, breach of fiduciary duty or
dishonesty against the property or personnel of the Company or in violation of
the Company’s code of ethics, or (iv) the conviction of the Executive of a
felony involving an act of dishonesty. 
Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
the Executive a copy of a resolution duly adopted by the Board at a meeting of
the Board called and held for such purpose, finding that in the good faith
opinion of the Board the Executive was guilty of conduct set forth above and
specifying the particulars thereof in reasonable detail.


 


(d)                                 “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time.  References to any provision of the Code shall
be deemed to include successor provisions thereto and regulations thereunder.


 


(e)                                  “Confidential Information”
shall mean all proprietary or confidential information of the Group (as defined
in Section 7(a)) including, but not limited to, information concerning
such Group’s products, facilities, processes, trade secrets, know-how, systems,
suppliers, customers, financial information, and business plans, prospects or
opportunities, other than information that is generally available to the public
other than as a result of disclosure by the Executive in violation of the
confidentiality covenant contained in Section 7(c).


 


(f)                                    “Disability” shall
mean the absence of the Executive from her duties with the Company for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected
by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative (such agreement as to acceptability not to be
withheld unreasonably).


 


(g)                                 “Good Reason” shall
mean the occurrence of any of the following events:


 


(i)  an adverse and material change of the
Executive’s duties inconsistent in any respect with the Executive’s position
(including, without limitation, status, offices, titles


 


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and reporting requirements), authority, duties or responsibilities as
contemplated by Section 2, other than any changes in the Executive’s
position, authority, duties or responsibilities that;


 


(A)                              are
reasonable and appropriate in connection with a business restructuring which
reduces, in less than in a substantial manner, the assets, net worth, cash flow
or earnings of the Executive’s Business Unit or


 


(B)                                result
in a position, authority, duties or responsibilities that are, in the
aggregate, generally equivalent to those contemplated by Section 2,


 


which in either case do
not result in a change in any manner in the Executive’s compensation or
benefits as set forth in Section 3,


 


(ii)  any material failure by the Company to
comply with any of the provisions of this Agreement that is not remedied by the
Company promptly after receipt of notice thereof given by the Executive, or


 


(iii)  the Company requiring the Executive to be
based at any office or location other than that described in Section 2
hereof without the Executive’s prior written consent.


 


11.                                 Miscellaneous.


 


(a)                                  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, without reference to principles of conflict of laws.  The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.


 


(b)                                 All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


 


If to the Executive:


Sharon DeHayes


50 Caymen Place


Palm Beach Gardens,
Florida 33416


If to the Company:


 


Rinker Materials
Corporation


1501 Belvedere Road


West Palm Beach, Florida
33406


 


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Attention:  Chief Executive Officer


 


or such other address as
either party shall have furnished to the other in writing in accordance
herewith.  Notice and communications
shall be effective when actually received by the addressee.


 


(c)                                  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.


 


(d)                                 The
Company may withhold from any amounts payable under this Agreement such
Federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.


 


(e)                                  The
Executive’s or the Company’s failure to insist upon strict compliance with any
provision hereof or any other provision of this Agreement or the failure to
assert any right the Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to terminate employment for Good
Reason pursuant to Section 4(b) of this Agreement, shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.


 


(f)                                    No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement and this Agreement shall supersede
all prior agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, with respect to the subject matter
hereof.


 


(g)                                 In
any litigation arising out of this Agreement, including appeals, the prevailing
party shall be entitled to recover all costs incurred, including reasonable
attorneys’ fees.


 


(h)                                 The
Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Company, the
employment of the Executive by the Company is “at will” and may be terminated
by either the Executive or the Company at any time.


 


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IN WITNESS WHEREOF, the Executive has hereunto set his
hand and, pursuant to the authorization from the Board of Directors, the
Company has caused these presents to be executed in its name on its behalf, all
as of the day and year first above written.


 


 


	
   

  	
  /s/ Sharon DeHayes

  	
   

  
	
   

  	
  Sharon
  DeHayes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Rinker Materials Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David V. Clarke

  	
   

  
	
   

  	
          David V. Clarke, Chief Executive
  Officer

  
				



 


 


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October 15, 2002


 


 


Sharon DeHayes


50 Cayman Place


Palm Beach Gardens, FL  33418


 


Re:                               Employment Agreement (the “Agreement”)
entered into as of

August 1, 2001 by and between Rinker Materials Corporation

(the “Company”), and Sharon DeHayes (the “Executive”)


 


Dear Sharon:


 


We have agreed as follows:


 


1.               As
set forth in this letter and pursuant to Section II(a) of the Agreement,
effective as of October 15, 2002, the Executive shall be employed as the  President, Florida Materials Division, of
the Company and shall report directly to the Chief Executive Officer.


 


This letter shall be
accepted, effective and binding, for all purposes, when the Executive shall
have signed and transmitted to the Company a copy of this letter in accordance
with Section II (b) of the Agreement. 
Except as expressly amended hereby, the Agreement shall remain in full
force and effect and is hereby ratified by the parties.


 


If
the foregoing correctly sets forth the terms of our Agreement, please sign this
Letter on the line provided below, whereupon it will constitute a binding
agreement between us.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  Rinker
  Materials Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David V. Clarke

  	
   

  
	
   

  	
  Title:
  Chief Executive Officer

  
	
  Accepted
  and Agreed:

  	
   

  
	
   

  	
   

  
	
  /s/ Sharon DeHayes

  	
   

  	
   

  
	
  Sharon DeHayes

  	
   

  	
   

  
	
   

  	
   

  
	
  10-23-02

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 


 


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