Filed by Bowne Pure Compliance





Exhibit 10.94




EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the
1st day of July, 2008 by and between CHROMCRAFT REVINGTON, INC. (the “Company”), a
Delaware corporation, and RONALD H. BUTLER (the “Executive”), currently a resident of the State of
Arizona,



W I T N E S S E T H:




WHEREAS, the Company desires to employ the Executive as its Chairman and Chief
Executive Officer, and the Executive desires to be employed by the Company in such capacities, in
accordance with the provisions of this Agreement; and



WHEREAS, in addition to the employment provisions contained herein, the Company and
the Executive have agreed to certain restrictions, covenants, agreements and severance payments, as
set forth in this Agreement;



NOW, THEREFORE, in consideration of the foregoing recitals, the respective covenants,
agreements and obligations contained herein, the employment of the Executive by the Company
pursuant to this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as
follows:




Section 1. Employment; Term.



(a) Employment. Unless the Executive’s employment with the Company is terminated
earlier as provided in this Agreement, the Company hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed by the Company, during the Term (as hereinafter defined), on
a full-time basis in accordance with the provisions of this Agreement.



(b) Term. (i) Unless the Executive’s employment with the Company is terminated
earlier in accordance with Section 4 hereof, the initial term of the Executive’s employment with
the Company under this Agreement shall begin on July 1, 2008 and shall end on December 31, 2011
(the “Initial Term”); provided, however, that upon the expiration of the Initial Term, the
Executive’s employment under this Agreement shall thereafter be automatically extended upon the
same terms and conditions as set forth herein for successive one year terms (each, a “Renewal
Term”), unless the Company or the Executive shall have delivered to the other a written notice not
less than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term stating
that the term of this Agreement shall not be so extended, in which case the Executive’s employment
hereunder shall terminate at the end of the Initial Term or a Renewal Term, as the case may be.
During the Initial Term and any Renewal Term, the Executive’s employment hereunder is subject to
early termination in accordance with Section 4 hereof. The Initial Term and a Renewal Term may be
referred to in this Agreement individually or collectively as the “Term.”




Section 2. Position; Duties; Responsibilities.




(a) During the Term, the Executive:



(i) shall serve as the Chairman of the Board and the Chief Executive Officer of the Company
and, as such, shall have general responsibility for and oversight of the business and affairs of
the Company, subject to the control and direction of the Company’s Board of Directors (the “Board
of Directors”);


 


 









 





(ii) shall have such authority, duties and responsibilities as set forth in the By-Laws of the
Company as now or hereafter in effect or as the Board of Directors may from time to time prescribe
that are consistent with the Executive’s position as the Chief Executive Officer of the Company;



(iii) shall perform diligently and faithfully, and use his reasonable best efforts in the
performance of, his duties and responsibilities under this Agreement;



(iv) shall devote all of his working time, attention, energies and skills to his duties and
responsibilities under this Agreement and to the furtherance of the business and interests of the
Company; provided, however, that the Executive shall be permitted to engage in civic and charitable
activities and to serve on boards of directors of other for-profit and non-profit entities so long
as such civic and charitable activities and board positions do not affect the Executive’s
performance of his duties and responsibilities for the Company, do not adversely affect the
reputation of the Company and have been approved in advance by resolution of the Board of Directors
or a committee thereof; and



(v) shall maintain his business office at and be based out of an office of the Company or one
of its subsidiaries as determined from time to time by the Board of Directors.



(b) During the Term, the Board of Directors shall nominate the Executive as one of the
Company’s director nominees for election at each annual meeting of stockholders of the Company. If
the Executive is so nominated but not elected by stockholders as a director of the Company, then
the Company may continue to employ the Executive under this Agreement as its Chief Executive
Officer but not as its Chairman (without constituting a breach or Good Reason under this Agreement)
or may terminate the Executive’s employment with the Company, in which latter event the Company
shall compensate the Executive in the same manner as under Section 5(e) as if the Company had
determined not to extend the Term.




Section 3. Compensation and Employee Benefits.



(a) Base Salary. During the Term, for all services rendered in all capacities by the
Executive to or on behalf of the Company or any of the Company’s subsidiaries or affiliates
(including service as a director of the Company or any of its subsidiaries or affiliates), the
Company shall pay to the Executive an annual base salary equal to $400,000 per calendar year, as
may be increased from time to time by the Board of Directors or a committee thereof (the “Base
Salary”). If an increase in the Executive’s Base Salary is approved by the Board of Directors or a
committee thereof, the new salary shall become the applicable Base Salary under this Agreement.
The Base Salary shall be paid to the Executive in accordance with the Company’s usual and customary
payroll practices applicable to its employees generally (including, but not limited to,
withholdings for taxes and other amounts) and shall be pro-rated for any partial year of
employment.



(b) Incentive Compensation. During the Term, the Executive shall be entitled to
participate in all incentive compensation plans and programs of the Company that are generally
available to its executive officers (as currently in effect or as may hereafter be established,
amended or in effect), subject to the terms and conditions of such plans and programs. The
performance factors, measures, goals or targets, the award levels, the amounts and the other terms
and conditions of any award shall be determined in the discretion of the Board of Directors or a
committee thereof; provided, however, that during the Term other than the initial stock-based award
described in the next paragraph, the maximum award level of each cash incentive compensation award
granted to the Executive shall be 100% of his Base Salary and the maximum award level of each
stock-based incentive compensation award granted to the Executive also shall be 100% of his Base
Salary.


 


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The Company shall grant a cash incentive compensation award opportunity of $100,000 to the
Executive under the Company’s 2007 Executive Incentive Plan, as currently in effect or as may be
hereafter amended (the “2007 Incentive Plan”), for the performance period ending on December 31,
2008. In addition, the Company shall grant to the Executive a stock-based incentive compensation
award opportunity of 240,000 shares of restricted common stock of the Company under the 2007
Incentive Plan for the 2008-2010 performance period. The Executive’s ability to earn each of such
awards shall be conditioned upon and subject to the Company satisfying the performance measures,
goals or targets and other terms and conditions for the awards established by the Board of
Directors or a committee thereof and the Executive being employed by the Company at the end of each
performance period and on the date of payment of each award. As a condition to the issuance of
such award of restricted common stock, the Executive must execute a restricted stock award
agreement relating to such shares.



The performance factors, measures, goals or targets, the award levels, the amounts and the
other terms and conditions of any award to the Executive under the 2007 Incentive Plan for future
performance periods shall be determined in the discretion of the Board of Directors or a committee
thereof, subject to a maximum award of 100% of the Executive’s Base Salary for each cash award and
each stock-based award.



(c) Employee Benefits. During the Term, the Executive shall be entitled to
participate in all employee benefit plans and programs sponsored or maintained by the Company and
that are generally available to its executive officers (as currently in effect or as may hereafter
be established, amended or in effect), subject to the terms, conditions and eligibility
requirements of such plans and programs. The employee’s cost of participation in such plans and
programs shall be as determined by the Board of Directors or a committee thereof, if not set forth
in the plans and programs.



(d) Other Policies. All other matters relating to the employment of the Executive by
the Company not specifically addressed in this Agreement or in the plans and programs referenced in
this Section (including, but not limited to, vacation, sick and other paid time off) shall be
subject to the employee handbooks, rules, policies, procedures, corporate governance guidelines and
codes of conduct and ethics of the Company, as are currently in effect or as may hereafter be in
effect from time to time. The Executive shall be entitled to paid vacation in accordance with
Company policy, but in no event shall he be entitled to fewer than twenty-five (25) days of paid
vacation per calendar year (pro-rated for any partial years).



(e) Automobile Allowance. During the Term, the Company shall provide to the Executive
an automobile allowance of $1,500 per month. The insurance, maintenance, fuel, license plates and
other costs relating to this automobile shall be the responsibility of and paid by the Executive.
The Executive shall not be entitled to any reimbursement for mileage relating to the use of such
automobile.



(f) Relocation Expenses. The Executive currently maintains his principal residence in
Scottsdale, Arizona. The Executive shall relocate his principal residence from Scottsdale, Arizona
to a location within 50 miles of an office of the Company acceptable to the Board of Directors
(“Company Office”) by December 31, 2009. The Company shall pay the following relocation expenses
of the Executive:




	 	(i)	 	Reasonable temporary housing and living expenses of the Executive
for a temporary residence located within 50 miles of a Company Office until the
earlier of the Executive’s purchase of a permanent residence located within 50
miles of a Company Office or December 31, 2009;







	 	(ii)	 	Reimbursement for roundtrip airfare for the Executive between
Phoenix, Arizona and the city in which the Company Office is located for up to
four (4) roundtrips per month until the earlier of the Executive’s purchase of a
residence within 50 miles of a Company Office or December 31, 2009;





 


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	 	(iii)	 	Reasonable moving expenses of the Executive in connection with
the relocation of the Executive from Scottsdale, Arizona to within 50 miles of a
Company Office by December 31, 2009;







	 	(iv)	 	Reasonable real estate brokerage commission and reasonable
attorneys’ fees incurred by the Executive relating to the sale of his principal
residence in Scottsdale, Arizona;







	 	(v)	 	Reasonable closing costs (but not any points) and reasonable
attorneys’ fees incurred by the Executive relating to the purchase of his
residence within 50 miles of a Company Office by December 31, 2009; and







	 	(vi)	 	Rent not to exceed $1,200 per month for a business office for the
Executive in Scottsdale, Arizona until the earlier of the Executive’s purchase
of a residence within 50 miles of a Company Office or December 31, 2009.






The Executive shall be entitled to receive an additional payment from the Company attributable
to any income and employment taxes payable by the Executive as a result of receiving any of the
payments specified in the forgoing provisions of this Section 3(f) (the “Gross-Up Payment”) in an
amount such that, after payment by the Executive of any income and employment taxes imposed upon
the Gross-Up Payment, the Executive shall retain an amount of the Gross-Up Payment equal to such
taxes.



(g) Expense Reimbursements. The Company shall reimburse the Executive for all
reasonable and customary out-of-pocket expenses incurred by the Executive related to the
performance of his duties and responsibilities for the Company. The Executive shall comply with
the Company’s standard expense reimbursement policies and procedures in effect from time to time;
provided, however, that in no event shall an amount be reimbursed later than December 31 of the
year following the year in which the expense is incurred.



(h) Taxes. All taxes (other than the Company’s portion of any FICA or other
employment taxes) on the Base Salary and other amounts (including, but not limited to, severance)
payable to the Executive under this Agreement or any plan or program shall be the responsibility of
and paid by the Executive. The Company shall be entitled to withhold from the Executive’s Base
Salary and all other amounts payable to him under this Agreement or any plan or program (i)
applicable income, FICA, employment and other taxes, (ii) such amounts authorized by the Executive,
and (iii) other appropriate and customary amounts.



(i) Insurance and Indemnification. At all times during the Term, the Company shall
provide to the Executive the same coverage that it provides to its other directors and executive
officers under the Company’s directors and officers liability insurance policy or policies as are
currently in effect or as may hereafter be in effect from time to time. At all times during the
Term, the Company shall indemnify the Executive with respect to claims brought by Persons other
than the Company against the Executive arising from the Executive’s service as an employee, officer
or director of the Company in accordance with the Certificate of Incorporation of the Company as is
currently in effect or as may hereafter be amended from time to time.



(j) Acknowledgment by the Executive. Notwithstanding anything in this Agreement to
the contrary, the Executive understands, acknowledges and agrees that the Company may, in its sole
discretion, amend, modify, replace, freeze, suspend or terminate any or all of the incentive
compensation, employee benefit, retirement and other plans, programs or arrangements available, as
well as any other rules, policies
or procedures applicable, to the Executive from time to time, but only so long as any such
actions are not designed to affect solely the Executive.


 


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Section 4. Termination of Employment.



In addition to a termination of the Executive’s employment upon a determination by the Company
or the Executive not to extend the Term (as provided in Section 1(b) hereof), the Executive’s
employment with the Company may be terminated during the Term in any of the following ways:



(a) Termination by the Company for Cause. The Company, upon written notice to the
Executive, may terminate the Executive’s employment with the Company immediately for Cause. For
purposes of this Agreement, “Cause” is defined as any of the following:



(i) any refusal by the Executive to follow the lawful directions of the Board of Directors
that are consistent with the Executive’s duties and responsibilities under this Agreement; or



(ii) any gross negligence by the Executive in managing the business or affairs of the Company
or any of its subsidiaries or affiliates or in carrying out his duties and responsibilities under
this Agreement (or any gross negligence by any employee of the Company who reports to the Executive
in managing the business or affairs of the Company or any of its subsidiaries or affiliates or in
performing such employee’s duties and responsibilities with the knowledge of the Executive and
where the Executive allows or fails to prevent such negligent acts or omissions); or



(iii) any dishonesty, fraud, theft or embezzlement by the Executive (or by any employee of the
Company or any of its subsidiaries or affiliates who reports to the Executive with the knowledge of
the Executive and where the Executive allows or fails to prevent such dishonesty, fraud, theft or
embezzlement by such employee) upon or against the Company, any of the Company’s subsidiaries or
affiliates or any their respective customers; or



(iv) any conviction of, or the entering of any plea of guilty or nolo
contendere by, the Executive for any felony; or



(v) any intentional or negligent violation by the Executive (or by any employee of the Company
or any of its subsidiaries or affiliates who reports to the Executive with the knowledge of the
Executive and where the Executive allows or fails to prevent such violation by such employee) of
any law, statute, rule, regulation or governmental requirement that has or may have a material
adverse effect on the Company or any of the Company’s subsidiaries or affiliates; or



(vi) any material noncompliance by the Executive (or by any employee of the Company or any of
its subsidiaries or affiliates who reports to the Executive with the knowledge of the Executive and
where the Executive allows or fails to prevent such noncompliance by such employee) with any
provision of any employee handbook, code of business conduct and ethics or corporate governance
guidelines, or any rule, policy or procedure, of the Company or any of the Company’s subsidiaries
or affiliates as are applicable to the Executive or such employee and currently in effect or as may
hereafter be in effect from time to time; or



(vii) any breach by the Executive of any provision of this Agreement; or



(viii) any inaccuracy in or breach of the Executive’s representation and warranty contained in
Section 13(p) hereof.


 


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(b) Termination by the Company without Cause. The Company, upon not less than thirty
(30) days’ prior written notice to the Executive, may terminate the Executive’s employment with the
Company without Cause.



(c) Termination by the Executive for Good Reason. The Executive, upon not less than
thirty (30) days’ prior written notice to the Company, may terminate his employment with the
Company for Good Reason. For purposes of this Agreement, “Good Reason” is defined as any material
breach by the Company of any provision of this Agreement.



(d) Termination by the Executive without Good Reason. The Executive, upon not less
than thirty (30) days’ prior written notice to the Company, may terminate his employment with the
Company without Good Reason.



(e) Termination in the Event of Death or Disability. The Executive’s employment with
the Company shall terminate immediately upon the death of the Executive. The Executive’s
employment with the Company may be terminated immediately by the Company in the event of the
occurrence of a Disability of the Executive. For purposes of this Agreement, a “Disability” shall
be defined as an illness or a physical or mental disability or incapacity of the Executive such
that the Executive has not been able to perform the essential functions of his duties and
responsibilities under this Agreement (as reasonably determined by the Company), with or without
reasonable accommodation, for at least ninety (90) days (whether consecutive or non-consecutive
days) during any one (1) year period. A Disability may, but is not required to, be evidenced by a
signed, written opinion of an independent, qualified medical doctor selected by the Board of
Directors or a committee thereof and paid for by the Company. The Executive hereby agrees to make
himself promptly available for examination by such medical doctor upon reasonable request by the
Board of Directors or a committee thereof and consents to provide promptly the results of such
examination and any diagnosis to the Company. Nothing in this Section is intended to be in
violation of the Americans with Disabilities Act.



(f) Termination by the Executive in the Event of a Change in Control. Following a
Change in Control (as hereinafter defined), the Executive, upon not less than thirty (30) days’
prior written notice to the Company, may terminate his employment with the Company upon the
occurrence of any of the following events during the one (1) year period immediately following a
Change in Control (and any such termination by the Executive shall not constitute a termination
without Good Reason under Section 4(d)):



(i) a material reduction in the Executive’s duties or responsibilities from those in effect on
the day before the Change in Control,



(ii) a requirement that the Executive maintain his principal office or otherwise be based out
of an office other than at the Company’s headquarters where located on the day immediately before
the Change in Control, or



(iii) a material breach of any provision of this Agreement by the Company.



For purposes of this Agreement, a “Change in Control” shall mean a transaction or series of
related transactions pursuant to which (A) at least fifty-one percent (51%) of the outstanding
shares of common stock of the Company, on a fully diluted basis, shall subsequent to the date of
this Agreement be acquired by any Person (as hereinafter defined) unrelated to or unaffiliated with
the Company, (B) the Company merges into, consolidates with or effects any plan of share exchange
or other combination with any Person unrelated to or unaffiliated with the Company in a transaction
where the holders of voting shares of the Company immediately prior to the transaction do not hold
a majority of the voting shares of the surviving entity
immediately following such transaction, or (C) the Company disposes of all or substantially
all of its assets other than in the ordinary course of business, to any Person unrelated to or
unaffiliated with the Company.


 


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Notwithstanding the foregoing, for purposes of the definition of “Change in Control,” (x) a
Person shall not include any subsidiary or affiliate of the Company, the Chromcraft Revington, Inc.
Employee Stock Ownership Plan Trust which forms a part of the Chromcraft Revington, Inc. Employee
Stock Ownership Plan (collectively, the “ESOP”), the Chromcraft Revington, Inc. Savings Plan (the
“401(k) Plan”) or any other employee benefit plan currently or hereafter sponsored by the Company
or any subsidiary or affiliate of the Company, (y) the outstanding shares of common stock of the
Company, on a fully diluted basis, shall include all shares owned by the ESOP, whether allocated or
unallocated to the accounts of participants, and (z) a transaction or a series of transactions
pursuant to which the Company is taken private or no longer has shares of stock that are listed for
trading on any securities exchange or market shall not constitute a Change in Control.



(g) Limited Right to Cure. In the event that the Company desires to terminate the
Executive’s employment for Cause pursuant to Sections 4(a)(i), 4(a)(vi) or 4(a)(vii) hereof, the
Company shall first deliver to the Executive a written notice which shall (i) indicate the specific
provisions of this Agreement relied upon for such termination, (ii) set forth in reasonable detail
the facts and circumstances claimed to provide the grounds for such termination, and (iii) describe
the steps, actions, events or other items that must be taken, completed or followed by the
Executive to correct or cure the grounds for such termination. The Executive shall then have
thirty (30) days following the effective date of such notice to fully correct and cure the grounds
for the termination of his employment to the reasonable satisfaction of the Board of Directors of
the Company. If the Executive does not fully correct and cure such grounds within such thirty (30)
day period, then the Company shall have the right to terminate the Executive’s employment with the
Company immediately for Cause upon delivering to the Executive written notice of such fact, and the
Executive shall have no further cure period with respect thereto. Notwithstanding the foregoing
and regardless of the grounds for the termination, the Executive shall be entitled to so correct
and cure only one (1) time during the Term, unless the Board of Directors has reasonably determined
that the grounds for termination were incorrect or inapplicable, in which case the Executive shall
still have the ability to correct and cure one (1) time during the Term.



In the event that the Executive desires to terminate his employment with the Company for Good
Reason pursuant to Section 4(c) hereof, the Executive shall first deliver to the Company a written
notice which shall (A) indicate the specific provisions of this Agreement relied upon for such
termination, (B) set forth in reasonable detail the facts and circumstances claimed to provide the
grounds for such termination, and (C) describe the steps, actions, events or other items that must
be taken, completed or followed by the Company to correct or cure the grounds for such termination.
The Company shall then have thirty (30) days following the effective date of such notice to fully
correct and cure the grounds for the Executive’s termination of his employment to the reasonable
satisfaction of the Executive. If the Company does not fully correct and cure such grounds within
such thirty (30) day period, then the Executive shall have the right to terminate his employment
with the Company immediately for Good Reason upon delivering to the Company written notice of such
fact, and the Company shall have no further cure period with respect thereto. Notwithstanding the
foregoing and regardless of the grounds for the termination, the Company shall be entitled to so
correct and cure only one (1) time during the Term, unless the Board of Directors has reasonably
determined that the grounds for termination were incorrect or inapplicable, in which case the
Company shall still have the ability to correct and cure one (1) time during the Term.



(h) Mandatory Resignation. If the Executive’s employment with the Company is
terminated (whether by the Company or by the Executive), the Executive shall immediately resign as
a director of and from all other offices and positions with the Company and each of its
subsidiaries or affiliates.


 


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Section 5. Payment Upon Termination of Employment. Upon the termination of
the Executive’s employment with the Company pursuant to Section 1(b) or Section 4 hereof, the
Company shall pay to the Executive that portion of the Executive’s Base Salary earned through his
last day of employment with the Company, all amounts that are fully vested and properly payable on
or before his last day of employment with the Company under the ESOP, the 401(k) Plan and all other
retirement plans sponsored or maintained by the Company in accordance with the provisions of such
plans, and all other amounts that are properly payable to the Executive by the Company that have
not been paid to him on or before his last day of employment. In addition, the Company shall pay
severance to the Executive in accordance with the appropriate subsection below, subject to
termination or reduction in accordance with Section 5(h) and suspension in accordance with Section
5(j).



(a) Termination by the Company for Cause or by the Executive without Good Reason.
Upon the termination of the Executive’s employment by the Company for Cause pursuant to Section
4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Company
shall pay no severance to the Executive; provided, however, that in the event the Executive retires
from the Company after reaching 65 years of age, he shall receive a severance payment, payable in a
lump sum, equal to the Executive’s Base Salary (calculated as a monthly amount) for three (3)
months.



(b) Termination by the Company Without Cause or by the Executive for Good Reason.
Upon the termination of the Executive’s employment by the Company without Cause pursuant to Section
4(b) hereof or by the Executive for Good Reason pursuant to Section 4(c) hereof, the Company shall
pay to the Executive (i) if his last day of employment is on or prior to December 31, 2009, a
severance payment equal to his Base Salary (calculated as a monthly amount) for twelve (12) months,
or (ii) if his last day of employment is subsequent to December 31, 2009, a severance payment equal
to two (2) times his Base Salary (calculated as a monthly amount) for twenty-four (24) months.



(c) Termination Upon Death of the Executive. Upon the death of the Executive, the
Company shall pay to the Executive’s estate a severance payment, payable in a lump sum, equal to
the Executive’s Base Salary (calculated as a monthly amount) for three (3) months.



(d) Termination Upon a Disability. Upon the termination of the Executive’s employment
by the Company upon the occurrence of a Disability pursuant to Section 4(e) hereof, the Company
shall pay to the Executive a severance payment, payable in a lump sum, equal to his Base Salary
(calculated as a monthly amount) for three (3) months.



(e) Termination Upon No Extension of Term. Upon the termination of the Executive’s
employment based on the Company’s election under Section 1(b) not to extend the Term, the Company
shall pay to the Executive a severance payment equal to his Base Salary (calculated as a monthly
amount) for twelve (12) months. In the event the Executive terminates his employment based on his
election under Section 1(b) not to extend the Term, the Company shall pay no severance to the
Executive.



(f) Termination by the Executive following a Change in Control. Upon the termination
of the Executive’s employment by the Executive following a Change in Control pursuant to Section
4(f) hereof, the Company shall pay no severance to the Executive.



(g) Payment of Severance Payments and Other Amounts; Certain Incentive Compensation
Awards.



(i) The payment of monthly severance payments under this Section 5 shall begin on the last day
of the month following the month in which the Executive’s last day of employment with the Company
occurs. All other amounts shall be paid to the Executive within sixty (60) days of his last day of
employment with the Company, unless provided otherwise by the ESOP, the 401(k) Plan or another
retirement plan of the Company.



 


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(ii) Notwithstanding anything to the contrary contained in the 2007 Incentive Plan, the cash
award opportunity granted to the Executive under the 2007 Incentive Plan for the performance period
ending December 31, 2008 and the award opportunity of shares of restricted common stock granted
under the 2007 Incentive Plan for the 2008-2010 performance period shall become vested or earned as
follows:



(A) In the event of a termination of the Executive’s employment by the Company for cause or
without cause or by the Executive for Good Reason or without Good Reason, all outstanding awards
(both cash and restricted stock) that have not vested or been earned on or before the Executive’s
last day of employment shall immediately terminate and be forfeited as of such last day of
employment, and the Executive shall have no rights or claims thereto,



(B) In the event of a termination of the Executive’s employment upon his death or Disability,
all outstanding awards (both cash and restricted stock) that have not vested or been earned on or
before the Executive’s last day of employment shall become vested and earned (I) on a prorated
basis based upon the ratio that the number of days in the applicable performance period prior to
his last day of employment bears to the total number of days in such performance period, and (II)
only if the applicable performance measures, goals or targets and all other terms and conditions to
which the award relates is ultimately satisfied, and



(C) In the event a Change in Control, all outstanding awards that have not vested or been
earned shall become fully vested and earned immediately prior to the effectiveness of such Change
in Control.



(iii) All future awards (whether cash or stock-based) to the Executive under the 2007
Incentive Plan for performance periods other than those described in subsection (g)(ii) above shall
become vested or earned as set forth in the 2007 Incentive Plan.



(h) Certain Other Matters. Notwithstanding the foregoing provisions of this Section
5, the following shall apply:



(i) The Executive understands and agrees that the severance payments and/or the reimbursement
for the premiums associated with the COBRA continuation coverage under this Section 5 shall
constitute adequate consideration for his covenants and agreements set forth in Section 6
(Non-Disclosure, etc.), Section 7 (Non-Competition), Section 8 (Non-Solicitation) and Section 9
(Intellectual Property) of this Agreement.



(ii) Upon any termination of the Executive’s employment, and as a condition to the Executive
receiving any severance payments or reimbursement for the premiums associated with the COBRA
continuation coverage, the Executive shall execute (and not subsequently rescind or revoke) a
release substantially similar to the release attached to this Agreement as Exhibit A.



(iii) The Company’s obligation to make any severance payment or to make any reimbursement for
the premiums associated with the COBRA continuation coverage to the Executive under this Section 5
shall terminate immediately without reinstatement of any obligation of the Company to resume paying
or reimbursing the Executive hereunder if the Executive breaches any of the provisions of this
Agreement (including, but not limited to, any of the provisions of Sections 6, 7, 8 or 9) or
refuses to execute (or rescinds or revokes) the release substantially in the form attached to this
Agreement as Exhibit A. Notwithstanding any such termination of the Company’s obligation
to pay or reimburse, the covenants of the
Executive set forth in Sections 6, 7, 8 and 9 hereof shall continue in full force and effect
and be binding upon the Executive.


 


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(iv) In the event of any termination of the Executive’s employment that requires thirty (30)
or ninety (90) days’ prior written notice from either party, the Company shall during such thirty
(30) or ninety (90) day notice period, as applicable, continue to pay the Executive his Base Salary
and provide the applicable employee benefits but may, in its discretion, elect to direct the
Executive not to report to work without constituting a breach of this Agreement.



(v) If the Company becomes obligated to make monthly severance payments to the Executive
pursuant to this Section 5 (the “Monthly Severance Payments”) and the Executive obtains an
employee, consulting or other position with another Person without breaching any of his covenants
set forth in this Agreement (including, but not limited to, his covenants set forth in Sections 6,
7, 8 or 9 hereof), then the Monthly Severance Payments shall terminate or be reduced as set forth
in this paragraph. For purposes of this paragraph, the “New Monthly Compensation” shall mean the
monthly base salary, consulting fee or other compensation associated with the Executive’s new
position with another Person. In the event that the Executive’s New Monthly Compensation is equal
to or greater than the Executive’s monthly Base Salary on his last day of employment with the
Company, then the Company’s obligation to pay additional Monthly Severance Payments shall
immediately terminate. In the event that the Executive’s New Monthly Compensation is less than the
Executive’s monthly Base Salary on his last day of employment, then the Monthly Severance Payments
shall be reduced for the period that the Company is obligated to make any severance payments such
that the Monthly Severance Payments shall equal solely the amount by which the Executive’s monthly
Base Salary on his last day of employment exceeds the New Monthly Compensation.



If the Company’s obligation to pay Monthly Severance Payments has been terminated or reduced
as provided in the foregoing paragraph, such obligation shall not thereafter be reinstated or
increased, in whole or in part, and shall not affect the Executive’s covenants under Sections 6, 7,
8 or 9 of this Agreement. The Executive shall promptly provide written notice to the Company of
his new position with another Person, which shall include an adequate confirmation of his New
Monthly Compensation. If the Executive’s employment with the Company is terminated for any reason
(whether by the Company or the Executive), he shall use his best efforts to obtain a new position
(but without breaching his non-competition covenants set forth in Section 7 hereof) with another
Person. In addition, the Executive shall not do any act or thing relating to any new position or
his New Monthly Compensation to circumvent the operation of the foregoing paragraph.



(i) COBRA Coverage. If the Executive is participating in the Company’s group health
plan at the time of his termination of employment and he elects to continue such coverage for
himself and/or his spouse or legal dependents pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall pay the premiums associated
with such continued coverage and the Company shall reimburse the Executive only for the premiums
actually paid by him associated with such continued coverage until the earlier of (i) the
expiration of the period of time that the Executive is entitled and has elected to receive
continued coverage under the Company’s group health plan pursuant to COBRA, or (ii) the date on
which the Executive becomes eligible to receive health insurance benefits from a new employer or
another Person. The foregoing reimbursement of premiums shall be paid to the Executive only if his
employment with the Company is terminated by the Company without Cause, by the Executive for Good
Reason, by the Company in the event of a Disability of the Executive, by the Company or the
Executive in the event either of them elects not to extend the Term of the Executive’s employment
or by the Executive following a Change in Control, and upon the condition that the Executive makes
an appropriate election under COBRA.


 


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(j) Delay of Payment under Certain Circumstances. Notwithstanding the foregoing
provisions of this Section 5, all amounts under this Agreement that (i) are payable to the
Executive due to the Executive’s Separation from Service, as described in Treasury Regulation
§1.409A-1(h), for a reason other than the Executive’s death, (ii) are payable at a time when the
Executive is a “Specified Employee” as defined in Treasury Regulation §1.409A-1(i), and (iii)
provide for a “deferral of compensation” as defined in Treasury Regulation §1.409A-1(b) under
Sections 6(b) and 6(e), shall be suspended for six (6) months following such Separation from
Service. The Executive shall receive a lump sum payment of the amounts so suspended on the first
day following the six-month suspension period, subject to termination or reduction as set forth in
Section 5(h).



Section 6. Non-Disclosure; Return of Confidential Information and Other Property;
Compliance with Laws.



(a) Confidential Information; Non-Disclosure. At all times while the Executive is
employed by the Company or any of the Company’s subsidiaries or affiliates and at all times
thereafter, the Executive shall not (i) directly or indirectly disclose, provide or discuss any
Confidential Information with or to any Person other than those directors, officers, employees,
representatives and agents of the Company or any of the Company’s subsidiaries or affiliates who
need to know such Confidential Information for a proper corporate purpose, and/or (ii) directly or
indirectly use any Confidential Information (A) to compete against the Company or any of the
Company’s subsidiaries or affiliates, (B) to the detriment of the Company or any of the Company’s
subsidiaries or affiliates, or (C) for the Executive’s own benefit or for the benefit of any Person
other than the Company or any of the Company’s subsidiaries or affiliates. The Executive agrees
that all Confidential Information is and at all times shall remain the property of the Company or
any of the Company’s subsidiaries or affiliates, as applicable.



For purposes of this Agreement, the term “Confidential Information” means any and all of the
following, whether provided or disclosed to the Executive, prepared by the Executive or to which
the Executive has been provided access by the Company or any of its representatives or agents,
regardless of whether on, before or after the date of this Agreement:



(i) any and all materials, records, data, documents, lists and information (whether in
writing, printed, verbal, electronic, computerized, on disk, CD, DVD or otherwise) (A) relating or
referring in any manner to the business, operations, affairs, financial condition, results of
operation, assets, liabilities, sales, revenues, income, estimates, projections, budgets, policies,
strategies, techniques, methods, products, developments, suppliers, vendors, relationships and/or
customers of the Company or any of the Company’s subsidiaries or affiliates that are confidential,
proprietary or not otherwise publicly available (other than through a breach of this Agreement by
the Employee or any other impermissible disclosure), or (B) that the Company or any of the
Company’s subsidiaries or affiliates has deemed confidential, proprietary or nonpublic; and



(ii) without limiting the foregoing, any and all material nonpublic information of the Company
within the meaning and intent of the federal securities laws; and



(iii) without limiting the foregoing, any and all trade secrets of the Company or any of the
Company’s subsidiaries or affiliates; and



(iv) any and all copies, summaries, analyses, extracts, documents or information (whether
prepared by the Company, the Employee or otherwise) which relate or refer to or reflect any of the
items set forth in (i), (ii) or (iii) above.


 


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(b) Return of Confidential Information and Other Property. The Executive covenants
and agrees (i) to return promptly to the Company, at the Company’s headquarters, all Confidential
Information that is still in the Executive’s possession or control on his last day of employment
with the Company or the location of which the Employee knows (including, but not limited to, any
Confidential Information contained on the Executive’s personal or home computer), and (ii) to
return promptly to the Company, at the Company’s headquarters, all vehicles, equipment, computers,
personal data assistants, credit cards, keys, access cards, passwords and other property of the
Company that are still in the Executive’s possession or control on his last day of employment or
the location of which the Employee knows, and to cease using any of the foregoing on and after his
last day of employment.



(c) Compliance with Laws. The Executive agrees, and shall ensure, that his
performance of his duties and responsibilities under this Agreement shall be in compliance with all
laws, rules, regulations and other legal requirements, including, but not limited to, the Foreign
Corrupt Practices Act. The Executive also agrees to comply with the Company’s code of business
conduct and ethics as currently in effect or as may hereafter be in effect from time to time. In
addition, the Executive acknowledges and understands that, in the course of his performance of
duties and responsibilities under this Agreement, he may be provided or have access to Confidential
Information. Accordingly, the Executive shall not use such information as a basis to purchase,
sell, hold or otherwise deal in any securities of the Company or to otherwise violate any federal
or state securities laws.




Section 7. Non-Competition.



(a) The Executive hereby understands, acknowledges and agrees that, by virtue of his position
at the Company, he has or will have advantageous familiarity and personal contacts with the
suppliers, vendors, employees and customers (wherever located) of the Company and its subsidiaries
or affiliates and has and will have advantageous familiarity with the Confidential Information and
the business, operations, affairs and strategies of the Company and its subsidiaries or affiliates.



(b) For a period of one (1) year (or, in the event the Executive is entitled to receive
severance payments over a period of twenty-four (24) months, then for a period of two (2) years)
following his last day of employment with the Company, the Executive shall not, in any location
within the United States of America, directly or indirectly, or individually or together with any
other Person, as owner, shareholder, investor, member, partner, proprietor, principal, director,
officer, employee, manager, agent, representative, independent contractor, consultant or otherwise:



(i) engage in, or assist another Person in engaging in, any business, operation or activity
which competes with any business, operation or activity that is conducted or actively being
developed or pursued by the Company or any of its subsidiaries or affiliates (or which is in the
same or a similar line of business as the Company or any of its subsidiaries or affiliates) on his
last day of employment with the Company or during such one year (or, if the Executive is receiving
severance payments over a 24-month period, such two year) non-competition period, or that was
conducted or actively being developed or pursued by the Company or any of its subsidiaries or
affiliates at any time during the one (1) year period preceding his last day of employment with the
Company; or



(ii) finance, operate or control any business, operation or activity which competes with any
business, operation or activity that is conducted or actively being developed or pursued by the
Company or any of its subsidiaries or affiliates (or which is in the same or a similar line of
business as the Company or any of its subsidiaries or affiliates) on his last day of employment
with the Company or during such one year (or, if the Executive is receiving severance payments over
a 24-month period, such two year) non-competition period, or that was conducted or actively being
developed or pursued by the Company or any of
its subsidiaries or affiliates at any time during the one (1) year period preceding his last day of
employment with the Company; or


 


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(iii) offer or provide employment, hire or engage (whether on a full-time, part-time or
consulting basis or otherwise) any individual who is an employee of the Company or any of its
subsidiaries or affiliates on the last day of the Executive’s employment with the Company or who
was such an employee at any time during the one (1) year period preceding the Executive’s last day
of employment with the Company.



(c) The Executive acknowledges the nationwide scope of the business of the Company and its
subsidiaries or affiliates. Nevertheless, in the event that any provision of Section 7(b) is found
by a court of competent jurisdiction to exceed the geographic or other restrictions permitted by
applicable law, then the court shall have the power to reduce, limit or reform (but not to increase
or make greater) such provision to make it enforceable to the maximum extent permitted by law, and
such provision shall then be enforceable against the Executive in its reduced, limited or reformed
manner.



In addition, the Company and the Executive agree that the provisions of this Section 7 shall
be severable in accordance with Section 13(e) hereof.



(d) At all times while the Executive is employed by the Company, he shall not engage in, or
assist another Person in engaging in (or finance, operate or control) any business, operation or
activity which is conducted or proposed to be conducted by the Company or any of its subsidiaries
or affiliates (or which is in the same or a similar line of business as or competes with the
Company or any of its subsidiaries or affiliates).




Section 8. Non-Solicitation.



(a) The Executive hereby understands, acknowledges and agrees that, by virtue of his position
at the Company, he has and will have advantageous familiarity and personal contacts with the
suppliers, vendors, employees and customers (wherever located) of the Company and its subsidiaries
or affiliates and has and will have advantageous familiarity with the Confidential Information and
the business, operations, affairs and strategies of the Company and its subsidiaries or affiliates.



(b) For a period of one (1) year (or, in the event the Executive is entitled to receive
severance payments over a period of twenty-four (24) months, then for a period of two (2) years)
following his last day of employment with the Company, the Executive shall not, directly or
indirectly, or individually or together with any other Person, as owner, shareholder, investor,
member, partner, proprietor, principal, director, officer, employee, manager, agent,
representative, independent contractor, consultant or otherwise:



(i) solicit in any manner, seek to obtain, service or accept any business of any Person who is
a customer of the Company or any of its subsidiaries or affiliates on the Executive’s last day of
employment with the Company or during such one year (or, if the Executive is receiving severance
payments over a 24-month period, such two year) non-solicitation period or who was an existing or
prospective customer of the Company or any of its subsidiaries or affiliates at any time during the
one (1) year period preceding the Executive’s last day of employment; or



(ii) request, encourage or advise any Person who is a customer, supplier, vendor or otherwise
doing business with the Company or any of its subsidiaries or affiliates on the Executive’s last
day of employment with the Company or during such one year (or, if the Executive is receiving
severance payments over a 24-month period, such two year) non-solicitation period, or who was an
existing or prospective customer of the Company or any of its subsidiaries or affiliates at any
time during the one (1)
year period preceding the Executive’s last day of employment, to terminate, reduce, limit or
change their business or relationship with the Company or any of its subsidiaries or affiliates; or


 


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(iii) induce, request or attempt to influence any Person who is employed by the Company or any
of its subsidiaries or affiliates on the Executive’s last day of employment with the Company to
terminate the employee’s employment with the Company or any of its subsidiaries or affiliates.



(c) The Executive acknowledges the nationwide scope of the business of the Company and its
subsidiaries or affiliates. Nevertheless, in the event that any provision of Section 8(b) is found
by a court of competent jurisdiction to exceed the time, geographic or other restrictions permitted
by applicable law, then the court shall have the power to reduce, limit or reform (but not to
increase or make greater) such provision to make it enforceable to the maximum extent permitted by
law, and such provision shall then be enforceable against the Executive in its reduced, limited or
reformed manner.



In addition, the Company and the Executive agree that the provisions of this Section 8 shall
be severable in accordance with Section 13(e) hereof.



(d) At all times while the Executive is employed by the Company, he shall not solicit in any
manner, seek to obtain, service or accept any business for or on behalf of a Person other than the
Company or any of its subsidiaries or affiliates.



Section 9. Intellectual Property. The Executive understands, acknowledges and
agrees that each and every invention, idea, concept, discovery, improvement, device, design,
apparatus, practice, process, method, technique or product (whether or not patentable or
copyrightable) made, created, developed, perfected, devised, conceived, worked on or first reduced
to practice by the Executive, either solely or in collaboration with others, during the period of
the Executive’s employment with the Company (whether or not during regular working hours) relating,
directly or indirectly, to the business, operations, affairs, products, practices, techniques or
methods of the Company or any of its subsidiaries or affiliates (the “Intellectual Property”) is
and shall be the exclusive property of the Company or its subsidiaries or affiliates, as
applicable. The Executive hereby forever, unconditionally and irrevocably releases and
relinquishes any and all right, title and interest that he may have in and to the Intellectual
Property worldwide and hereby forever, unconditionally and irrevocably assigns to the Company or
any of its subsidiaries or affiliates any and all of the Executive’s right, title and interest in
and to the Intellectual Property worldwide. At the Company’s request and expense, the Executive
shall (a) execute any and all assignments, documents and other writings that the Company determines
are necessary to evidence ownership of the Intellectual Property in the Company, (b) execute any
and all applications and registrations of the Company for patents, trademarks and/or copyrights
relating to the Intellectual Property, and (c) assist the Company in obtaining any and all patents,
trademarks and copyrights that it desires relating to the Intellectual Property.



Section 10. Periods of Noncompliance and Reasonableness of Periods. The
restrictions and covenants contained in Sections 7 and 8 of this Agreement shall be deemed not to
run during all periods of noncompliance, the intention of the parties hereto being to have such
restrictions and covenants apply during the full periods specified in Sections 7 and 8 of this
Agreement. The Company and the Executive understand, acknowledge and agree that the restrictions
and covenants contained in Section 7 and Section 8 of this Agreement are reasonable in view of the
Executive’s position at the Company, the competitive and confidential nature of the information of
which the Executive has or will have knowledge and the competitive nature of the business in which
the Company and its subsidiaries and affiliates are or may be engaged.


 


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Section 11. Survival of Certain Provisions. Upon any termination of the
Executive’s employment with the Company, both the Company and the Executive hereby agree that
Sections 1, 2, 3 and
4 of this Agreement shall terminate and be of no force or effect (except for the definitions
of capitalized terms specified in such sections, which shall continue in effect as to those
sections of this Agreement that shall survive) and that Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13
hereof shall continue to be in full force and effect and binding upon the Company or the Executive,
as the case may be, in accordance with the respective provisions of such Sections. The existence
of any claim or cause of action of the Executive against the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the
covenants contained in Sections 6, 7 8 or 9 of this Agreement.



Section 12. Certain Remedies. The Executive agrees that the Company will
suffer irreparable damage and injury and will not have an adequate remedy at law in the event of
any actual, threatened or attempted breach by the Executive of any provision of Sections 6, 7, 8 or
9. Accordingly, in the event of a breach or a threatened or attempted breach by the Executive of
any provision of Sections 6, 7, 8 or 9, in addition to all other remedies to which the Company is
entitled at law, in equity or otherwise, the Company shall be entitled to a temporary restraining
order, a permanent or temporary injunction and/or a decree of specific performance of any provision
of Sections 6, 7, 8 or 9. In addition, in the event of any breach by the Executive of any
provision of Sections 6, 7, 8, or 9, the Executive shall immediately repay to the Company all
severance payments paid to him under Section 5 hereof. The parties agree that a bond posted by the
Company in the amount of One Thousand Dollars ($1,000) shall be adequate and appropriate in
connection with such restraining order or injunction and that actual damages need not be proved by
the Company prior to it being entitled to obtain such restraining order, injunction or specific
performance. The foregoing remedies shall not be deemed to be the exclusive rights or remedies of
the Company for any breach of or noncompliance with this Agreement by the Executive but shall be in
addition to all other rights and remedies available to the Company at law, in equity or otherwise.




Section 13. Miscellaneous.



(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Company and the Executive and their respective heirs, executors, representatives,
successors and assigns; provided, however that neither party may assign this Agreement without the
prior written consent of the other party hereto except that the Company may, without the consent of
the Executive, assign this Agreement to any subsidiary, affiliate or successor of the Company in
connection with any merger, consolidation, share exchange, combination, sale of stock or assets,
dissolution or similar transaction involving the Company. In the event of any such permitted
assignment of this Agreement, all references to the “Company” shall thereafter mean and refer to
the assignee of the Company.



(b) Waiver. Either party hereto may, by a writing signed by the waiving party, waive
the performance by the other party of any of the covenants or agreements to be performed by such
other party under this Agreement. The waiver by either party hereto of a breach of or
noncompliance with any provision of this Agreement shall not operate or be construed as a
continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. The
failure or delay of either party at any time to insist upon the strict performance of any provision
of this Agreement or to enforce its rights or remedies under this Agreement shall not be construed
as a waiver or relinquishment of the right to insist upon strict performance of such provision, or
to pursue any of its rights or remedies for any breach hereof, at a future time.



(c) Amendment. This Agreement may be amended, modified or supplemented only by a
written agreement executed by all of the parties hereto.



(d) Headings. The headings in this Agreement have been inserted solely for ease of
reference and shall not be considered in the interpretation or construction of this Agreement.


 


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(e) Severability. In case any one or more of the provisions (or any portion thereof)
contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable
provision or provisions (or portion thereof) had never been contained herein; provided, however, if
any provision of Section 7 or 8 of this Agreement shall be determined by a court of competent
jurisdiction to be unenforceable because of the provision’s scope, duration, geographic restriction
or other factor, then such provision shall be considered divisible and the court making such
determination shall have the power to reduce or limit (but not increase or make greater) such
scope, duration, geographic restriction or other factor or to reform (but not increase or make
greater) such provision to make it enforceable to the maximum extent permitted by law, and such
provision shall then be enforceable against the appropriate party hereto in its reformed, reduced
or limited form.



(f) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute one and the same
agreement.



(g) Construction. This Agreement shall be deemed to have been drafted by both parties
hereto. This Agreement shall be construed in accordance with the fair meaning of its provisions
and its language shall not be strictly construed against, nor shall ambiguities be resolved
against, any party.



(h) Entire Agreement. This Agreement, and the plans, programs, policies, procedures,
rules, agreements and other documents referenced herein, as well as the Release attached hereto,
constitute the entire understanding and agreement between the parties hereto relating to the
subject matter hereof and thereof and supersede all other prior understandings, commitments,
representations, negotiations, contracts and agreements, whether oral or written, between the
parties hereto relating to the matters contemplated hereby and thereby, as well as any term sheets
relating to the possible terms of employment of the Executive.



(i) Certain References. Whenever in this Agreement a singular word is used, it also
shall include the plural wherever required by the context and vice-versa. All references to the
masculine, feminine or neuter genders herein shall include any other gender, as the context
requires. Unless expressly provided otherwise, all references in this Agreement to days shall mean
calendar, not business, days.



(j) Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by
and construed in accordance with the laws of the State of Indiana, without reference to any choice
of law provisions, principles or rules thereof (whether of the State of Indiana or any other
jurisdiction) that would cause the application of any laws of any jurisdiction other than the State
of Indiana. Any claim, demand or action relating to this Agreement shall be brought only in a
court of competent jurisdiction in the State of Indiana. In connection with the foregoing, the
parties hereto irrevocably consent to the jurisdiction and venue of such court and expressly waive
any claims or defenses of lack of jurisdiction of or proper venue by such court. THE COMPANY AND
THE EXECUTIVE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW
ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY DEMAND, CLAIM, ACTION, SUIT, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT.


 


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(k) Notices. All notices, requests and other communications hereunder shall be in
writing (which shall include facsimile communication) and shall be deemed to have been duly given
if (i) delivered by hand; (ii) sent by certified United States Mail, return receipt requested,
first class postage pre-paid; (iii) sent by overnight delivery service; or (iv) sent by facsimile
transmission or electronic mail (except no e-mail notices or communications to the Company) if such
fax or e-mail is confirmed immediately thereafter by also mailing a copy of such notice, request or
other communication by regular (not certified or registered) United States Mail, first class
postage pre-paid, as follows:





	 	 	 	 	 
	 

	 	If to the Company:
	Chromcraft Revington, Inc. 


    Attention: Chairman of the Nominating and 

    Corporate Governance Committee	 
	 

	 	 	1330 Win Hentschel Boulevard, Suite 250	 
	 

	 	 	West Lafayette, Indiana 47906	 
	 

	 	 	Telephone: (765) 807-2640	 
	 

	 	 	Facsimile: (765) 807-2660	 
	 
	 	 	 	 
	 

	 	If to the Executive:
	Ronald H. Butler	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	Telephone: (_____)        
                          
      
             	 
	 

	 	 	Facsimile: (_____)        
                     
             
             	 
	 

	 	 	Electronic mail:                                                              	 






or to such other address or facsimile number as either party hereto may have furnished to the other
in writing in accordance herewith. The Executive shall promptly provide any changes to his
address, telephone number, facsimile number and e-mail address to the Company.



All such notices, requests and other communications shall be effective (i) if delivered by
hand, when delivered; (ii) if sent by mail in the manner provided herein, two (2) business days
after deposit with the United States Postal Service; (iii) if sent by overnight delivery service,
on the next business day after deposit with such service; or (iv) if sent by facsimile transmission
or electronic mail, on the date indicated on the fax confirmation page or the electronic mail of
the sender, respectively, if such fax or electronic mail also is confirmed by mail in the manner
provided herein.



(l) Recitals. The recitals or “Whereas” clauses contained on page 1 of this Agreement
are expressly incorporated into and made a part of this Agreement.



(m) Definition of Person. For purposes of this Agreement, the term “Person” shall
mean any natural person, proprietorship, partnership, corporation, limited liability company,
organization, firm, business, joint venture, association, trust or other entity, but shall not
include the Company or any of its subsidiaries or affiliates.



(n) Non-disparagement. Following any termination of the Executive’s employment with
the Company, the Executive shall not publicly disparage or make or publish any negative statements
or comments about the Company, any of the Company’s subsidiaries or affiliates or any of their
respective products, directors or employees. Following any termination of the Executive’s
employment with the Company, and subject to applicable law, no executive officer of the Company or
member of the Company’s Board of Directors shall publicly disparage or make or publish any negative
statements or comments about the Executive.



(o) Cooperation. For a period of two (2) years following any termination of the
Executive’s employment with the Company and upon the request of the Company or any of its
subsidiaries or affiliates, the Executive shall reasonably cooperate, assist and make himself
available (for testimony or otherwise) at appropriate times and places as reasonably determined by
the Company or any of its subsidiaries or affiliates in connection with any claim, demand, action,
suit, proceeding, examination, investigation or litigation by, against or affecting the Company or
any of its subsidiaries or affiliates. In connection with the foregoing, the Company shall pay the
Executive a fee of $1,500 for each day that the Company or any subsidiary or affiliate of the
Company requests the Executive to cooperate, assist or make himself available; provided, however,
that if the Company is paying or has paid any severance to the Executive, then the Executive shall
not be
entitled to receive such daily fee. In addition, the Company shall also reimburse the
Executive for his reasonable out-of-pocket travel expenses that are approved in advance by the
Chairman of the Company. The Company shall not pay such daily fee or reimburse for such expenses
in connection with any claim, demand, action, suit or proceeding relating to this Agreement.


 


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(p) No Other Agreements. The Executive hereby represents and warrants to the Company
that he is not a party to or bound by any other employment agreement, noncompetition agreement or
covenant, nonsolicitation agreement or covenant or any other agreement or covenant that would
restrict, limit or prevent him from performing his duties and responsibilities for the Company
under this Agreement. In the event the foregoing representation and warranty is inaccurate or
breached in any respect, the Company may, in its discretion, terminate the Executive’s employment
with the Company in accordance with Section 4(a)(viii) hereof. In addition, the Executive shall
indemnify and reimburse the Company for any and all claims, demands, damages, liabilities, costs
and expenses (including, but not limited to, its reasonable attorneys fees) incurred by the Company
arising out of or relating to such inaccuracy or breach in the event that any liability is imposed
on the Company by virtue of the Executive being a party to or bound by any other employment,
noncompetition, nonsolicitation or other agreement or covenant.



IN WITNESS WHEREOF, the Company and the Executive have made, entered into, executed
and delivered this Agreement as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	/s/ Ronald H. Butler	 	 
	 	 	Ronald H. Butler	 	 
	 
	 	 	 	 	 	 
	 	 	CHROMCRAFT REVINGTON, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Frank T. Kane	 	 
	 

	 	 	 	 

Frank T. Kane, Senior Vice President and
	 	 
	 

	 	 	 	Chief Financial Officer	 	 







 


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