Unassociated Document


     

    Exhibit
10.1

    


    


    April 15,
2010

    


    


    Brian K.
Bancroft

    3332 Tall
Grass Drive

    Naperville,
Illinois  60564

    


    Dear
Brian:

    


    The following is an amendment (this
“Amendment”) of the letter agreement, dated January 11, 2010 (the “Original
Agreement”), between Brian K. Bancroft and Oil-Dri Corporation of
America.  Capitalized terms used in this Amendment without express
definition have the respective meanings ascribed to those terms in the Original
Agreement.  In consideration of the mutual promises set forth in this
Amendment, You and Oil-Dri agree to amend the Original Agreement as
follows:

    


    
      	
              1.  

            	
              You
      hereby accept from the Company a check in the amount of $43,740.00,
      representing the Company’s one-time payment of the gross amount of
      $68,000.00, less (i) legally required withholding and deductions and (ii)
      an amount equal to the aggregate active employee contributions provided
      for in paragraph number seven (7) of the Original Agreement for the period
      from April 1 to July 31, 2010, in full discharge and complete satisfaction
      of the Company’s obligations to You under paragraph number two (2) of the
      Original Agreement.

            


    

    


    
      	
              2.  

            	
              Paragraph
      number five (5) and paragraph number six (6) of the Original Agreement are
      hereby deleted in their entirety.  All references in the
      Original Agreement to either paragraph shall be deemed to refer to
      paragraph number two (2) of the Original
  Agreement.

            


    

    


    
      	
              3.  

            	
              The
      first sentence of paragraph number sixteen (16) of the Original Agreement
      is hereby deleted and replaced by the following two
    sentences:

            


    

    


    You will
direct all reference inquiries to Kevin M. Breese.  In response to any
reference inquiries directed to Mr. Breese, the Company will confirm your dates
of employment and your positions held while employed and, if asked, will confirm
that it is the Company’s policy not to provide additional
information.

    


    
      	
              4.  

            	
              Paragraph
      number seventeen (17) of the Original Agreement is hereby deleted and
      replaced as follows:

            


    

    


    You and
The Company agree that they will not make any disparaging statements about one
another, their respective work, products, services, skills, management and/or
practices, to any third party or to any individuals within their respective
organizations or households, specifically including, without limitation, any
past,

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Brian K.
Bancroft

    April 15,
2010

    Page 2 of
3

    


    


    present
or prospective employee, employer, customer, client, supplier, vendor or the
public.

    


    
      	
              5.  

            	
              Paragraph
      number eighteen (18) of the Original Agreement is hereby deleted in its
      entirety.

            


    

    


    Except as
expressly amended in items 1 through 5 above, all other terms and conditions of
the Original Agreement are unchanged and the Original Agreement, as amended by
this Amendment, remains in full force and effect.

    


    In consideration of your execution of
this Amendment, the Company, for itself and its acquisitions, predecessors,
successors, or past or present subsidiaries, past or present officers, past or
present directors, past or present agents, past or present employees, and past
or present assigns, hereby waives and releases and promises never to assert any
claims or causes of action, whether or not now known, against You, your heirs,
administrators, executors, successors, agents, attorneys, representatives or
assigns, with respect to any matter, including, but not limited to, any matter
arising out of or in connection with, or in any way relating to your employment
with the Company, any and all past, present or future debts, demands, actions,
causes of action, suits, accounts, covenants, contracts, claims, damages
(including, but not limited to, punitive, contractual, extra-contractual and/or
consequential damages, and any and all claims for costs, expenses and/or
attorneys’ fees), and any and all claims, demands and liabilities whatsoever, of
every kind and nature, both at law and in equity, known or unknown, whether or
not recognized or hereinafter recognized in this jurisdiction or in any other
jurisdiction, said claims and demands being hereby barred and released for all
time.

    


    In consideration of the Company’s
execution of this Amendment, You, for yourself and your heirs, administrators,
executors, successors, agents, attorneys, representatives and assigns, hereby
waive and release and promise never to assert any claims or causes of action,
whether or not now known, against the Company, its acquisitions, predecessors,
successors, or past or present subsidiaries, past or present officers, past or
present directors, past or present agents, past or present employees, and past
or present assigns, with respect to any matter, including, but not limited to,
any matter arising out of or in connection with, or in any way relating to your
employment with or termination by the Company, any and all past, present or
future debts, demands, actions, causes of action, suits, accounts, covenants,
contracts, claims, damages (including, but not limited to, punitive,
contractual, extra-contractual and/or consequential damages, and any and all
claims for costs, expenses and/or attorneys’ fees), and any and all claims,
demands and liabilities whatsoever, of every kind and nature, both at law and in
equity, known or unknown, whether or not recognized or hereinafter recognized in
this jurisdiction or in any other jurisdiction, said claims and demands being
hereby barred and released for all time.

    


    The releases in the immediately
preceding two paragraphs are general releases.  You and the Company
understand that these general releases do not constitute a release by either You
or the Company of any claims that cannot be waived by law or that may arise
after the date of this Amendment, nor do they prohibit You or the Company from
seeking enforcement of the terms contained in the Original Agreement, as amended
by this Amendment.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Brian K.
Bancroft

    April 15,
2010

    Page 3 of
3

    


    


    The offer of this Amendment is deemed
accepted only when (i) your counsel, Vittorio F. Terrizzi, presents a
fully-executed counterpart of this Amendment to the Company’s counsel, Thomas G.
Hancuch, and (ii) Mr. Hancuch immediately in return presents Mr. Terrizzi with a
live, valid and enforceable check, payable to You and drawn on an account
sufficient to cover its payment, in the amount specified in item 1
above.  The exchange provided for in the immediately preceding
sentence must take by the close of business on Friday, April 16,
2010.  Any modification or alteration of any terms of this Amendment,
or receipt of the Amendment by the Company after that date, voids the Amendment
in its entirety.

     

    
      
        	 	 	 
	 	OIL-DRI
      CORPORATION OF AMERICA	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Charles
      P. Brissman	 
	 	 	Charles
      P. Brissman, Vice President and General Counsel
	 	 	Oil-Dri
      Corporation of America
	 	 	410
      North Michigan Avenue, Suite 400
	 	 	Chicago,
      Illinois  60611-4213


      

    

     

    
      
        	Accepted
      and agreed to:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
      Brian K. Bancroft

              	 	 	
                Date:
      April 15, 2010

              	 
	
                Brian
      K. Bancroft