Exhibit 4.4.1.8


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is
entered into as of April 1, 2003 by and between Rinker Materials
Corporation, a Georgia corporation (the “Company”), and Duncan Gage (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, 2002 (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
President, Hydro Conduit 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 his 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 his time and attention during normal business
hours to the business and affairs of the Company and to use his reasonable best
efforts to perform faithfully and efficiently the duties and responsibilities
assigned to him 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 his and his 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 he 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 $250,000
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.


 


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


 


2

















 


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 his employment
hereunder.  The amount of this allowance
shall increase by 4% per year during subsequent years.  Such allowance may be used for the costs and
expenses associated with the leasing, use, maintenance, insurance and repair of
the Executive’s car.


 


3

















 


(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 his
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 his
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 his 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”).


 


(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 his employment for Good Reason:


 


4

















 


(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 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


 


5

















 


(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 his 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 his death or Disability
during the Employment Period, this Agreement shall terminate without further
obligations of the Company to the Executive or his 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
his 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 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


 


6

















 


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 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”).


 


7

















 


(b)                                 No Solicitation. 
During the Restricted Period, the Executive shall not, whether for his
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 him hereunder are
special, unique and extraordinary in that, by reason of his 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 he will not at any time, except in performance of his 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 his 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.


 


(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


 


8

















 


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


 


9

















 


(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 his 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 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;


 


10

















 


(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 Company 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:


Duncan Gage


1181 Coral Way


Singer Island, Florida 33404


 


If to the Company:


Rinker Materials Corporation


1501 Belvedere Road


West Palm Beach, Florida
33406


Attention:  Chief Executive Officer


 


11

















 


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.


 


12

















 


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/ Duncan Gage

  	
   

  
	
   

  	
   

  	
  Duncan
  Gage

  
	
   

  	
   

  
	
   

  	
  Rinker
  Materials Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David V. Clarke

  	
   

  
	
   

  	
   

  	
   

  	
  David
  V. Clarke, Chief Executive Officer

  
					



 


13